APM INDUSTRIES LIMITED...NOTICE is hereby given that the 41st Annual General Meeting of the Members...

APM INDUSTRIES LIMITED

41

REPORT2014-2015

Ast

APM INDUSTRIES LIMITEDCIN No. L21015RJ1973PLC015819

45

CIN NO.L21015RJ1973PLC015819

BOARD OF DIRECTORS

R K RAJGARHIAChairman & Managing Director

K R GUPTA

S G RAJGARHIA

R R BAGRI

UMA HADA

H R SharmaExecutive Director

AUDITORSChaturvedi & Co.

BANKERSPunjab National Bank

State Bank of Bikaner & Jaipur

CORPORATE OFFICE910, Chiranjiv Tower,

43, Nehru PlaceNew Delhi - 110019

Tel : 011 – 26441015 – 17Fax : 011 – 26441018

E-mail : [email protected]

REGISTERED OFFICE & WORKSSP-147, RIICO Industrial Area

Bhiwadi, Dist. Alwar(Rajasthan) - 301019Tel. : 01493 – 522400

Fax : 01493 – 522413Email : [email protected]

WEBSITEwww.apmindustries.co.in

COMPANY SECRETARYJYOTI UPADHYAY

CONTENTS

Notice to the Members 1

Directors’ Report 5

Corporate Governance Report 19

Management Discussion & Analysis 24

Auditors’ Report 25

Balance Sheet 26

Profit & Loss Account 27

Cash Flow Statement 28

Notes to Accounts 29


1

NOTICE TO THE MEMBERSNOTICE is hereby given that the 41st Annual General Meetingof the Members of APM Industries Limited will be held on Fridaythe 25th day of September, 2015 at 11.30 A.M., at its RegisteredOffice at SP-147, RIICO Industrial Area, Bhiwadi, Dist. Alwar(Rajasthan) to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Balance Sheet asat 31st March 2015, the Profit and Loss Account for the yearended on that date together with the Reports of the Directorsand Auditors thereon.

2. To confirm the two interim dividends aggregating to Rs 2.70per equity share as final dividend, already paid for the yearended 31st March, 2015.

3. To appoint a Director in place of Shri S G Rajgarhia, who retires byrotation and being eligible, offers himself for re-appointment.

4. To consider and if thought f i t , to pass with or withoutmodif ication(s), the fol lowing resolution as an OrdinaryResolution:“RESOLVED THAT pursuant to the provisions of Section 139and all other applicable provisions of the Companies Act, 2013(the “Act”) read with Rule 3(7) of the Companies (Audit andAuditors) Rules, 2014 (including any statutory modification(s)or re-enactment thereof for the time being in force), theCompany hereby ratifies the appointment of M/s. Chaturvedi &Co., Chartered Accountants (Firm Registration No. 302137E),as the Statutory Auditors of the Company to hold office fromthe conclusion of this meeting until the conclusion of the nextAnnual General Meeting on such remuneration as may be fixedby the Board of Directors of the Company.”

SPECIAL BUSINESS

5. To Appoint Smt Uma Hada (DIN: 06463684) as anIndependent DirectorTo consider and, if thought fit, to pass, with or withoutmodification(s), the fol lowing resolution as an OrdinaryResolution:“RESOLVED THAT pursuant to the provisions of section 149,152 read with Schedule IV and any other applicable provisionsof the Companies Act, 2013 including any statutorymodification(s) or re-enactment thereof for the time being inforce and Companies (Appointment and Qualif ication ofDirectors) Rules, 2014 and clause 49 of the Listing Agreement,amended up to the date, Smt Uma Hada (DIN: 06463684),who qualifies for being appointed as an Independent Directorand in respect of whom the Company has received a noticein writ ing under section 160 of the Act from a memberproposing her candidature for the office of Director, be and ishereby appointed as an Independent Director of the Company,not l iable to ret i re by rotat ion, to hold off ice, for f iveconsecutive years for a term up to the conclusion of the 46thAnnual General Meeting of the Company in the CalendarYear 2020.”

6. To revise the remuneration of Shri H R Sharma (DIN:00178632), Whole Time Director in the CompanyTo consider and, if thought f i t, to pass with or withoutmodification(s) the following resolution as a Special Resolution:“RESOLVED THAT in partial modification of the resolutionpassed at the 38th Annual General Meeting held on 15thSeptember 2012 and pursuant to Section 197, 198 and otherapplicable provisions and rules and regulations made thereunder, read with Section II of Part II of Schedule V of theCompanies Act 2013 (including any statutory modification orre-enactment thereof, for the time being in force), consent ofmembers of the Company be and is hereby accorded to revisethe remuneration of Shri H R Sharma, Whole Time Director in

the Company, with effect from 01st July 2015, at theremuneration, perquisite and other benefit upon the terms andconditions as set out in explanatory statement of this Notice.”

7. Ratification of Remuneration to Cost AuditorTo consider and, if thought f i t, to pass with or withoutmodification(s), the following Resolution as an OrdinaryResolution:

“RESOLVED THAT pursuant to the provisions of Section 148and other applicable provisions, if any, of the Companies Act,2013 and The Companies (Audit and Auditors) Rules, 2014(including any statutory modification(s) or re-enactment(s)thereof, for the time being in force), the Cost Auditors appointedby the Board of Directors of the Company, to conduct theaudit of the cost records of the Company for the financial yearending March 31, 2016, be paid the remuneration as set outin the Statement annexed to the Notice convening this Meeting.”

8.. Borrowing limits of the CompanyTo consider and if thought to fit to pass with or withoutmodif ication(s), the fol lowing Resolution as a SpecialResolution:

“RESOLVED THAT in supersession of the resolution passedunder Section 293(1)(d) of the Companies Act, 1956 at theAnnual General Meeting of the Company held on September30, 2006 and pursuant to Section 180(1)(c) and other applicableprovisions, if any, of the Companies Act, 2013, as amendedfrom time to time, the consent of the Company be and ishereby accorded to the Board of Directors of the Company forborrowing from time to time, any sum or sums of monies, whichtogether with the monies already borrowed by the Company(apart from temporary loans obtained or to be obtained fromthe Company’s bankers in the ordinary course of business),may exceed the aggregate of the paid-up capital of theCompany and its free reserves, that is to say, reserves not setapart for any specif ic purpose, provided that the totaloutstanding amount so borrowed shall not at any time exceedthe limit of Rs. 75 crore.”

9. Creation of charge / Mortgage on the assets of the CompanyTo consider and, if thought f i t, to pass with or withoutmodification(s), the following resolution as a Special Resolution:

“RESOLVED THAT in supersession of the resolution passedunder Section 293(1)(a) of the Companies Act, 1956, at theAnnual General Meeting of the Company held on September30, 2006 and pursuant to Section 180(1)(a) and otherapplicable provisions, if any, of the Companies Act, 2013, asamended from time to time, the consent of the Company beand is hereby accorded to the Board of Directors to mortgageand/or create charge on all or any of the movable andimmovable properties of the Company including the movablecurrent assets viz., stocks, book debts etc., both present andfuture or the whole of the undertaking or undertakings of theCompany for securing any loan, working capital facilities orother facilities obtained or as may be obtained from anyfinancial institutions, banks, Mutual Funds or any corporatebody or bodies or any other person from whom the loan istaken, together with interest, costs, charges, expenses andother moneys payable by the Company within the overallborrowing powers delegated to the Board of Directors pursuantto Section 180(1)(a) of the Companies Act, 2013.”

Registered Office: By Order of the BoardSP-147, RIICO Industrial Area,Bhiwadi, Dist. Alwar (Rajasthan)

New Delhi Jyoti UpadhyayAugust 5, 2015 Company Secretary


2

NOTES

1. The relevant Explanatory Statement pursuant to section 102 (1)of the Companies Act, 2013, in respect of Special Business atthe meeting, is annexed hereto and forms part of this notice.

2. A statement giving the relevant details of the Directors seekingre-appointment under Item Nos. 3 and 5 of the accompanyingNotice, as required by Clause 49 of the Listing Agreemententered into with the Stock Exchanges is annexed herewith.

3. A member entitled to attend and vote is entitled to appoint aproxy to attend and vote instead of himself and the proxyneed not be a member. Proxies in order to be effective mustbe received by the company not later than forty eight (48)hours before the meeting. Proxies submitted on behalf oflimited companies, societies, etc., must be supported byappropriate resolutions / authority, as applicable.

A person can act as proxy on behalf of Members notexceeding fifty (50) and holding in the aggregate not morethan 10% of the total share capital of the Company. In casea proxy is proposed to be appointed by a Member holdingmore than 10% of the total share capital of the Companycarrying voting rights, then such proxy shall not act as aproxy for any other person or shareholder.

A member can opt for only one mode i.e. through remotee-voting or voting at Annual General Meeting. If a membercasts votes by both modes, then voting done through remotee-voting shall prevail and the voting at Annual GeneralMeeting shall be treated as invalid.

4. Relevant documents referred to in the accompanying Notice andin the Explanatory Statements are open for inspection by theMembers at the Company’s Registered Office on all working daysof the Company, during business hours upto the date of theMeeting.

5. The Company has transferred the unpaid or unclaimeddividends declared up to financial year 2006-07, to the InvestorEducation and Protection Fund (the IEPF) established by theCentral Government. Pursuant to the provisions of InvestorEducation and Protection Fund (Uploading of Informationregarding unpaid and unclaimed amounts lying with Companies)Rules, 2012, the Company has uploaded the details of unpaidand unclaimed amounts lying with the Company on the websiteof the Company www.apmindustries.co.in as also on the websiteof the Ministry of Corporate Affairs.

6. Members seeking any information with regard to the Accountsare requested to write to the Company at an early date, so asto enable the Management to keep the information ready atthe meeting.

7. The company sub-divided the face value of equity shares fromRs.10 to Rs.2. Members were advised to surrender their oldshare certificates for exchange with the new ones. Members,who have not already exchanged their old certificates whichanyway ceased to be valid from that date, may do so by sendingthe old certificates to the Registrar/Company.

The members are requested to get their shares dematerialized.The company’s ISIN Code INE170D01025 pursuant to changein face value.

8. The Ministry of Corporate Affairs has taken a “Green Initiativein the Corporate Governance” by al lowing paperlesscompliances by the companies and has issued circulars statingthat service of notice/documents including Annual Report canbe sent by e-mail to its members. To support this green initiativeof the Government in full measure, members are requested toregister their e-mail addresses in respect of electronic holdingswith the Depository through their concerned Depository

Participants. Members who hold shares in physical form arerequested to send their e-mail address to the following:

[email protected]

The Notice of the AGM along with the Annual Report 2014-15is being sent by electronic mode to those Members whosee-mail addresses are registered with the Company/Depositories,unless any Member has requested for a physical copy of thesame. For Members who have not registered their e-mailaddresses, physical copies are being sent by the permittedmode.

9. (a) In accordance with the provision of section 108 of theCompanies Act, 2013 read with Companies (Management& Administration) Rules, 2014, and Clause 35B of the ListingAgreement, the shareholders may exercise their option toparticipate through electronic voting system and the companyis providing the facility for voting by electronic means (e-voting) to all its members. The company has engaged theservices of National Securities Depository Limited (NSDL)to provide remote e-voting faci l i t ies and enabling themembers to cast their vote in a secured manner. It may benoted that this remote e-voting facility is optional. This facilitywill be available at the link www.evoting.nsdl.com during thefollowing voting period:

Commencement of : From 9.00 A.M. onremote e-voting September 22, 2015

(Tuesday)

End of remote e-voting : Upto 5.00 P.M. onSeptember 24, 2015(Thursday)

E-voting shall not be al lowed beyond 5.00 P.M., onSeptember 24, 2015 (Thursday). During the E-votingperiod, the shareholders of the company, holding shareseither in physical form or dematerialized form, as on theclosing of business hours of the cutoff date, may cast theirvote electronically. The cut-off date for eligibility for e-votingis Septmber 18, 2015 (Friday)Contact details of concerned person for e-voting:Jyoti UpadhyayCompany SecretaryPh. No. 011-26441015

(b) The company has engaged the services of Skyline FinancialServices Private Limited as the Authorized Agency toprovide e-voting facilities.

(c) The company has appointed Mr Ravi Sharma (FCS 4468),a Practicing Company Secretary, CP No. 3666, as‘scrutinizer’ for conducting and scrutinizing the e-votingprocess in a fair and transparent manner.

(d) The login ID and password for remote e-voting are beingsent to the members, who have not registered their e-mailIDs with the company, along with physical copy of thenotice. Those members who have registered their e-mailIDs with the company / their respective DepositoryParticipants are being forwarded the login ID and passwordfor e-voting by e-mail.

(e) “Voting by electronic means” or “electronic voting system”means a ‘secured system’ based process of display ofelectronic ballots, recording of votes of the members andthe number of votes polled in favour or against, such thatthe entire voting exercise by way of electronic means getsregistered and counted in an electronic registry in thecentralized server with adequate ‘cyber security’.

(f) “remote e-voting’’ means the facility of casting vote by a memberusing an electronic voting system from a place other than venueof a general meeting;


3

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OFTHE COMPANIES ACT, 2013

The following Explanatory Statements, as required under Section 102(1) of the Companies Act, 2013, set out all material facts relating tothe business under Item Nos. 5 to 9 of the accompanying Notice.

ITEM NO. 5

The Nomination and Remuneration Committee of the Board hasrecommended the appointment of Smt Uma Hada as an IndependentDirector under the Act and Clause 49 of Listing Agreement to holdoffice for a term of five consecutive years for a term up to theconclusion of the 46th Annual General Meeting of the Company inthe Calendar Year 2020. Smt Uma Hada (DIN: 06463684), aged 67years, is a B.A. graduate. She joined the Board of the companyon 08.04.2015 as a Woman Director; whose term of office expires atthis Annual General Meeting. The Company has received a notice inwriting from a member along with a deposit of the requisite amountunder section 160 of the Companies Act, 2013 proposing theCandidature of Smt Uma Hada for the Office of Independent Directorof the Company.

In the opinion of the Board, Smt Uma Hada fulfills the conditionsspecified in the Companies Act, 2013 for such an appointment andis not disqualified from being appointed as a Director in terms ofSection 164 of the Companies Act, 2013 and has given her consentto act as Director. Smt Uma Hada, has given a declaration to theBoard that she meets the criteria of independence as provided underSection 149(6) of the Act.

The Board recommends the passing of ordinary resolution in relationto the appointment of Smt Uma Hada as an Independent Directornot liable to retire by rotation.

Except Smt Uma Hada, being an appointee, none of the Directorsand Key Managerial personnel of the company and their relatives isconcerned or interested, financial or otherwise, in the resolution setout in item No. 5.

ITEM NO. 6

The Board of Directors of the Company at their meeting held onAugust 5, 2015, revised the remuneration being paid to Shri H RSharma, as Executive Director (whole time) of the Company for theremaining period of his tenure i.e. upto 28th February, 2017 onmutually agreed terms, subject to the consent of shareholders at ageneral meeting.

The principal terms and conditions governing the payment ofremuneration as recommended by the Nomination and RemunerationCommittee of Shri H R Sharma are as under:

a) Salary

i. Basic salary – in the range of Rs. 3,00,000/- to Rs. 5,00,000/-per month w.e.f. 01.07.2015 Rs. 3,00,000/- per month willbe paid, thereafter the Board shall fix increments within theabove ceiling till his tenure. Other allowances, bonus,perquisites etc. shall also increase accordingly.

ii. Bonus / Exgratia shall be paid, as payable to SeniorExecutives of the Company but not exceeding 20% of basicsalary.

b) Perquisites

PART- A

i. Housing

Rent free furnished residential accommodation with freeelectricity the monetary value of which will be evaluated asper Rules 3 of the Income Tax Rules, 1962.

OR

In case own premises are occupied, then house rent allowancepayable as per rules of the Company but not exceeding 60%of basic salary. The expenses on electricity will be borne bythe Company.

ii. Medical Benefits for self and family

The total cost of medical expenses/ allowance to theCompany shall not exceed one month salary per year or threemonths’ salary in a period of three years.

iii. Leave

Leave and leave encashment as per rules of the Company.

iv. Leave travel allowance/ concession

For self and family once in a year shall not exceed one monthsalary per year.

v. Club fees

Fees of clubs subject to a maximum of two clubs. This willnot include admission and life member-ship fees.

PART- B

i. Provident Fund

The Company’s contribution towards Provident Fund as perrules of the Company.

ii. Gratuity

Not exceeding half month salary for each completed year ofservice according to the Company’s Scheme.

PART- C

i. Conveyance

The Company will provide a Car with driver partly for officialuse and partly for private purpose. The car provided forprivate purpose will be considered as perquisites as perIncome Tax Rules.

ii. Telephone

The Company shall provide telephone at residence atCompany’s cost.

iii. Sitting Fee etc.

No sitting fee shall be paid to him for attending the meetingsof Board of Directors or any Committees thereof. He shall notbe liable to retire by rotation.

Minimum remuneration: Where, in any financial year, the companyhas no profits or its profits are inadequate, the foregoing amount ofremuneration and benefits shall be paid to Shri H R Sharma, subjectto the applicable provisions of Schedule – V of the Companies Act,2013.

Accordingly, the Board recommends the special resolution for theapproval by the shareholders of the company.

It also helps the shareholders to cast their vote fromanywhere and at any time during E-voting period.

10. The results shall be declared after the Annual General Meetingof the Company. The results declared along with theScrutinizer’s Report shall be placed on the Company’s websitewww.apmindustries.co.in and communicated to the StockExchanges.

11. The register of members and share transfer books of theCompany wil l remain closed from September 19, 2015(Saturday) to September 22, 2015 (Tuesday), both daysinclusive.


4

ANNEXURE TO ITEM 3 & 5 OF THE NOTICEDetails of Directors seeking re-appointment at the forthcoming Annual General Meeting (in pursuance of

Clause 49 of the Listing Agreement)Name of the Director Shri S G Rajgarhia Smt Uma Hada

Director Identification Number (DIN) 00002245 06463684

Date of Birth 21/08/1946 14/07/1948

Age 69 Years 67 Years

Nationality Indian Indian

Date of Appointment on Board 26th July, 2000 08th April, 2015

Qualification B. Tech. (Hons.) and S.M. (MIT) B.A.

Experience 45 Years 20 Years

Shareholding in APM Industries Limited 2.66% NIL

List of Directorships held in other Companies 1. Rajgarhia Leasing and Financial Services Pvt. Ltd. Uma Properties & Traders Limited

2. Orient Abrasives Limited

3. Madhushree Properties (P) Ltd

4. Autometers Alliance Limited

5. Sheevam Comfort Hotels Private Limited

6. Rovo Marketing Private Limited

Memberships / Chairmanships of Audit and Stakeholders’Relationship Committees in other Public Companies NIL NIL

Relationship with other directors Related to Shri R K Rajgarhia Not related to any Director

Except Shri H R Sharma, being an appointee, none of the Directorsand Key Managerial personnel of the company and their relatives isconcerned or interested, financial or otherwise, in the resolution setout in item No. 6.

ITEM NO. 7

The Board of Directors of the Company on the recommendation ofthe Audit Committee approved the appointment and remuneration ofShri Naresh Kumar Goel, Cost Accountant (Membership No. 9876),to conduct the audit of the cost records of the Company for thefinancial year ended March 31, 2016. In accordance with theprovisions of Section 148 of the Act read with the Companies (Auditand Auditors) Rules, 2014, the remuneration payable to the CostAuditors as recommended by the Audit Committee and approved bythe Board of Directors is Rs. 40,000/-. The remuneration has to beratified by the members of the Company.

None of the Directors, Key Managerial Personnel of the Companyand their relatives, is in any way concerned or interested in the saidResolution. The Board of Directors recommends the OrdinaryResolution set out at Item No. 7 of the Notice for approval by theMembers.

ITEM NO. 8 & 9

At the Annual General Meeting of the Company held on September 30,2006, the Members had, by way of Ordinary Resolutions and in pursuanceof the provisions of Section 293(1)(a) and (d) of the Companies Act, 1956,approved of:

(i) borrowing monies on behalf of the Company (apart fromtemporary loans obtained or to be obtained from the Company’sbankers in the ordinary course of business) in excess of theaggregate of the paid-up capital of the Company and its freereserves, subject to the total outstanding amount so borrowednot exceeding a sum of Rs. 75 crore at any point of time;

(ii) creation of a mortgage or charge for the said borrowings, assecurity by way of mortgage / hypothecation on the Company’sassets in favour of lending agencies and trustees for the amountsborrowed i.e. upto Rs. 75 crore, including interest, charges, etc.payable thereon, as the documents for the said purpose couldcontain the power to take over the management of the Company,in certain events.

Under Section 180 of the Act, the above powers of the Board arerequired to be exercised only with the consent of the company by aSpecial Resolution. The Ministry of Corporate Affairs (“MCA”) has videits General Circular No 4/2014 dated March 25, 2014 clarified thatthe Ordinary Resolutions passed under Sections 293(1)(a) and293(1)(d) of the Companies Act, 1956 would be sufficient complianceof Section 180 of the Act until September 11, 2014. The approval ofthe Members for the said borrowings and creation of a mortgage orcharge for the said borrowing is therefore now being sought, by wayof a Special Resolutions, pursuant to Section 180(1)(c) and 180(1)(a)of the Act respectively.

The Directors commend the Special Resolution at Item Nos. 8 and 9of the accompanying Notice for the approval of the Members of theCompany. None of the Directors and Key Managerial Personnel ofthe Company or their respective relatives is concerned or interestedin the passing of the Resolutions at Item Nos. 8 and 9.

Registered Office: By Order of the BoardSP-147, RIICO Industrial Area,Bhiwadi, Dist. Alwar (Rajasthan)

New Delhi Jyoti UpadhyayAugust 5, 2015 Company Secretary


5

DIRECTORS’ REPORTTO THE MEMBERSYour Directors are pleased to present the 41st Annual Report togetherwith the audited accounts for the financial year ended March31, 2015.FINANCIAL RESULTS (Rs. In lacs)

2014-15 2013-14Gross Revenue 31601 30744Profit before depreciation and tax 3171 3792Less: Depreciation 296 465- Profit before income tax 2875 3327- Less: Income Tax 990 1185- Net profit for the year 1885 2142Add: Balance brought forward 4041 3407

from the previous yearAmount available for appropriation 5926 5549Appropriations:- Dividend:- Interim Dividend 583 216- Final Dividend - 216- Total Dividend 583 432- Corporate Dividend Tax 117 76- General reserve 1000 1000- Balance carried forward to 4226 4041

Balance SheetTotal 5926 5549

OPERATIONSDuring the year 2014-15, the production of Synthetic Blended Yarnwas marginally lower i.e. 184 lac kg as compared to 185 lac kg in2013-14 and the gross revenue increased by 3% from Rs.307 croresto Rs.316 crores in 2014-15.Your company achieved a net profit Rs.18.85 crores in 2014-15, whichis marginally lower than last year which was due to uncertainty in themarket because of decreasing trend in the prices of the PetroleumProducts.The earnings per share for the year 2014–15 was Rs.8.72, ascompared to the previous year’s Rs.9.91.EXPORTSThe export turnover increased to Rs.477 lacs from Rs.266 lacs in theprevious year.EXPANSION AND MODERNIZATIONThe company continues to modernize its Plant and Machinery andadd balancing equipment. This would enable the company to improveproductivity and widen its product range and improve the quality ofits products.PROSPECTSThe company’s performance in the current year is expected to besatisfactory.PUBLIC DEPOSITOur company has not accepted any public deposits during theFinancial Year and as such, no amount of principal or interest wasoutstanding as on March 31, 2015.DIVIDENDYour Directors in its meetings held on November 7, 2014 and April 8,2015 had paid interim dividends @ 50% i.e. Re.1.00 per equity shareand @ 85% i.e. Rs.1.70 per equity share respectively. The totaldividend for financial year 2014-15 is 135% i.e. Rs.2.70 per equityshare.DIRECTORS’ RESPONSIBILITY STATEMENTIn accordance with the provisions of Section 134(3) (c) of theCompanies Act, 2013 the Board hereby submits its responsibilityStatement:(a) in the preparation of the annual accounts for the year ended

March 31, 2015, the applicable accounting standards had beenfollowed and there are no material departures from the same;

(b) the Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of thestate of affairs of the company as at March 31, 2015 and of theprofit and loss of the company for that period;

(c) the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance withthe provisions of the Companies Act, 2013, for safeguarding theassets of the company and for preventing and detecting fraudand other irregularities;

(d) the Directors had prepared the annual accounts on a goingconcern basis;

(e) the Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controlsare adequate and were operating effectively; and

(f) the Directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systemswere adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITYThe Corporate Social Responsibility Committee has formulated andrecommended to the Board, a CSR Policy indicating the activities tobe undertaken by the Company, which has been approved by theBoard. The CSR Policy may be accessed on the Company’s websiteat the link http://www.apmindustries.co.in/Annual%20Reports/csr.pdf.The Annual Report on CSR activities is annexed herewith marked asANNEXURE - I to this Report.The Company aims to achieve through CSR programmes one or moreof the following –1. Supporting rural development, promoting education, providing

healthcare including preventive health care, providing sanitationand drinking water, creating livelihoods for people, especiallythose from disadvantaged sections of society, in rural and urbanIndia, preserving and promoting sports.

2. To develop the required capability and self-reliance of beneficiariesat the grass roots, especially of women, in the belief that theseare prerequisites for social and economic development.

3. To engage in affirmative action, interventions such as skill buildingand vocational training, to enhance employability and generatelivelihoods for persons from disadvantaged sections of society.

4. To pursue CSR Programmes primarily in areas that falls withinthe economic vicinity of the Company’s operations to enable closesupervision and ensure maximum development impact.

5. To carry out CSR Programmes in relevant local areas to fulfillcommitments arising from requests by government / regulatoryauthorities and to earmark amounts of monies towards “CorporateSocial Responsibility (CSR)” activities and to spend such moniesthrough CSR Cells of such administrative bodies of the governmentand / or directly by way of developmental works in the local areasaround which the Company operates.

RISK MANAGEMENT POLICYRisk Management is continuous process of analyzing and managingthe opportunities and threats faced by the Company in its efforts toachieve its goals and to ensure the continuity of the business.During the year, your Directors have constituted a Risk ManagementCommittee. The Risk Management Committee has formulated andrecommended to the Board, a Risk Management Policy which hasbeen approved by the Board. The Risk Management Policymay be accessed on the Company’s website at the linkhttp://www.apmindustries.co.in/Annual%20Reports/rmp.pdf.INTERNAL FINANCIAL CONTROLSYour Company has in place adequate systems of internal controlcommensurate with its size and the nature of its operations. Thesehave been designed to provide reasonable assurance with regardto recording and providing reliable Financial and Operationalinformation, complying with applicable statutes, safeguarding assetsfrom authorized use or losses, executing transactions with properauthorization and ensuring compliance of internal policies.


6

The Company uses ERP (Enterprise Resource Planning) system torecord data for accounting and connects to different locations forefficient exchange of information. The Company has in placeadequate internal financial controls with reference to financialstatements. During the year, such controls were tested and noreportable material weakness in the design or operation was observed.

DIRECTORS AND KEY MANAGERIAL PERSONNELi. In accordance with the provisions of the Act and the Article of

association of the Company, Smt Uma Hada was appointed asan Additional Director of the Company w.e.f. 08.4.2015 in orderto comply with the requirement of having a woman director in theBoard. She holds office as a Director up to the date of theensuing Annual General Meeting and is eligible for appointmentas an independent Non-executive Director.

ii. Shri R L Toshniwal retires by rotation and has not offered himselffor reappointment because of indifferent health. Your Directorsplace on record their sincere appreciation for the services renderedby him, during his tenure on the Board.

iii. The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet the criteriaof Independence as prescribed both under the Companies Act,2013 and Clause 49 of the Listing Agreement.

iv. Pursuant to the provisions of the Companies Act,, 2013 andclause 49 of the Listing Agreement, the Nomination andRemuneration Committee has carried out evaluation of everyDirector’s performance. The Independent Directors, in a separatemeeting, has also carried out the performance evaluation of theNon-Independent Directors and the Board as a whole and of theChairman of the company and has reviewed the performance ofthe Secretarial Department. The performance evaluation of all theIndependent Directors has been done by the entire Board,excluding the Director being evaluated. The Directors expressedtheir satisfaction with the evaluation process”.

v. The Board has, on the recommendation of Nomination andRemuneration Committee, framed a policy for selection andappointment of Directors, Senior Management and theirremuneration. The policies of the Company in this regard areattached herewith marked as Annexure - II to this Report.

AUDITORS

STATUTORY AUDITORS

At the Annual General meeting held on 25th September, 2014, M/sChaturvedi & Co., Chartered Accountant, were appointed as StatutoryAuditors of the Company to hold the office till the conclusion of the43rd Annual General Meeting, subject to annual ratification by themembers at the Annual General Meeting in accordance with theprovisions of Section 139 of the Companies Act, 2013 and rules thereunder. Accordingly, the appointment of M/s Chaturvedi & Co.,Chartered Accountant as statutory auditors of the Company is placedfor ratification by the shareholders. In this regard the Company hasreceived a certificate from the auditors to the effect that if they arere-appointed, it would be in accordance with the provisions of Section141 of the Companies Act, 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, the Company has appointed Shri PradipKumar Muduli, Practicing Company Secretary, to undertake theSecretarial Audit of the Company. The Report of the Secretarial AuditReport is annexed herewith as ANNEXURE - III to this Report.

AUDITORS REPORTThe Auditors’ Report read with notes to the financial statements isself-explanatory and does not call for any further explanations by theBoard. The Auditor’s Report does not contain any qualification,reservation or adverse remark.

DISCLOSURESAUDIT COMMITTEEThe Audit Committee meets at due intervals to conduct the requiredbusiness. The Committee comprises of Independent Directors,namely, Shri K R Gupta (Chairman), Shri R R Bagri, Shri S G Rajgarhiaand Smt Uma Hada, as other members.The composition, role, functions and powers of the Audit Committeeare in accordance with the applicable laws and the listing agreementswith the Stock Exchange.

CSR COMMITTEEThe Corporate Social Responsibility Committee compromises of ShriR K Rajgarhia, (Chairman). The other members of the Committee areShri R R Bagri and Shri H R Sharma.

VIGIL MECHANISMThe Company has a Whistle Blower Policy to deal with instances ofunethical behavior, actual or suspected fraud or violation of thecompany’s code of conduct. The Policy on Vigil Mechanism / WhistleBlower may be accessed on the Company’s website at the linkhttp://www.apmindustries.co.in/Annual%20Reports/vbm.pdf.

BOARD MEETINGSThe Board of Directors duly met 4 (Four) times in respect of whichproper notices were given and the proceedings were properly recordedand signed.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTSDetails of Loans, Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act, 2013 are given inthe notes to the Financial Statements.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,FOREIGN EXCHANGE EARNINGS AND OUTGOThe prescribed details as required under Section 134(3) (m) of theCompanies Act, 2013, read with the Companies (Accounts) Rules,2014, are annexed as ANNEXURE - IV to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURESParticulars of remuneration paid to the employees as required to bedisclosed under section 197(12) of the Act read with Rule 5 of theCompanies (Appointment & Remuneration of Managerial Personnel)Rules 2014, are set out in ANNEXURE - V attached hereto and formpart of this Report.

EXTRACT OF ANNUAL RETURNThe details forming part of the extract of the Annual Return in formMGT 9 is annexed herewith as ANNEXURE - VI.

RELATED PARTY TRANSACTIONSAll transactions entered into with Related Parties as defined underthe Companies Act, 2013 and Clause 49 of the Listing Agreementduring the financial year were in the ordinary course of business andon an arm’s length pricing basis and do not attract the provisions ofSection 188 of the Companies Act, 2013. All related party transactionsduring the year 2014-15 are disclosed in Form No. AOC - 2 inANNEXURE - VII. Suitable disclosure as required by the AccountingStandards (AS18) has been made in the notes to the FinancialStatements. The Board has approved a policy for related partytransactions which has been uploaded on the Company’s website atthe link http://www.apmindustries.co.in/Annual%20Reports/rptp.pdf.

CORPORATE GOVERNANCEThe Company has implemented Corporate Governance practices. Thereport on Corporate Governance as stipulated under the ListingAgreement forms an integral part of this Report. The requisitecertificate from the Auditors of the Company confirming compliancewith the conditions of Corporate Governance is attached to the Reporton Corporate Governance as ANNEXURE – VIII to this Report.MANAGEMENT DISCUSSION AND ANALYSIS REPORTManagement’s Discussion and Analysis Report for the year 2014-15under review, as stipulated under Clause 49 of the Listing Agreementwith the Stock Exchanges, is presented in a separate section formingpart of the Annual Report.


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CREDIT RATINGThe Company’s credit rating impute by rating agency as given below:

Facilities Rating1

Long Term Bank Facilities CARE BBB+ [Triple B Plus]Short Term Bank Facilities CARE A2 [A TWO]

STATEMENTStatements in the Board’s Report and the Management Discussion& Analysis describing the Company’s objectives, expectations orforecasts may be forward-looking within the meaning of applicablesecurities laws and regulations. Actual results may differ materiallyfrom those expressed in the statement. Important factors that couldinfluence the Company’s operations include global and domesticdemand and supply conditions affecting selling prices of finishedgoods, input availability and prices, changes in governmentregulations, tax laws, economic developments within the country andother factors such as litigation and industrial relations.GENERALThe Company has formulated a policy on Prevention of SexualHarassment approved by the Board. The policy may be accessed on

the Company’s website at the link http://www.apmindustries.co.in/Annual%20Reports/shp.pdf. Your Directors further state that duringthe year under review, there were no cases filed pursuant to theSexual Harassment of Women at Workplace (Prevention, Prohibitionand Redressal) Act, 2013.No significant or material orders were passed by the regulators orCourts or Tribunals which impact the going concern status andCompany’s operation in future.

APPRECIATIONYour Directors gratefully acknowledge the whole hearted support givenby the customers, suppliers, shareholders, employees, governments,financial institutions, banks, and we look forward to their continuedcooperation and best wishes in our Endeavour to steer your companytowards greater heights.

For and on behalf of the Board

New Delhi R K RAJGARHIAAugust 5, 2015 Chairman & Managing Director

ANNEXURE – I TO DIRECTORS’ REPORT

REPORT ON CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES FOR THE FINANCIAL YEAR 2014-15Section 135 of the Companies Act, 2013 and rules made there under prescribe that every Company having a net worth of Rs 500 croresor more, or turnover of Rs 1000 crores or more or a net profit of Rs 5 crores or more during any financial year shall ensure that the Companyspends, in every financial year, at least 2% of average net profits made during the three immediately preceding financial year, in pursuanceof its Corporate Social responsibility Policy. The Financial details as sought by the Companies Act, 2013 are as follows:Particulars Amount (in lacs)Average net profit of the Company for the last three Financial years 2844.29Prescribed CSR Expenditure (2% of Average Net Profit as computed above) 56.89Details of CSR spent during the financial year:- Total amount spent for the financial year 57.21- Amount unspent, if any NILDetails of Amount spent on CSR activities during the Financial Year 2014-15 Amount (in lacs)S. CSR Activity or Sector in which Project or Amount Amount spent on Cumulative Amount spentNo activity identified the project is Program outlay or (Budget) the projects or Expenditure direct or through

covered Clause no. (1) Local area or Project or programs- upto the implementing of Schedule VII of other; program wise Sub-head reporting agency

Companies (2) Specify the (1) Direct period Act, 2013 State and district Expenditure On

where projects of projects orprogram was programmes,undertaken (2) Overheads

1 Promoting education Clause(ii) promoting Saidpur and 10.00 8.27 8.27 Amount spentThe Company has education Bhiwadi Village of Directlyadopted 2 Government Distt. Alwar (Raj)Primary and UpperPrimary Schools

2 Promotion of Healthcare Clause(i) promoting Bhiwadi Distt. 5.00 4.87 4.87 Amount spentincluding Preventive preventive healthcare Alwar (Raj) DirectlyHealthcare

3 Company together with Clause(i) promoting Delhi 0.21 0.21 0.21 Implementing agency -Trust organized Shivir for preventive healthcare Manav Kalyanartificial foot (Jaipur foot) Foundation (Regd.)to needy persons Trust

4 Construction of Toilets Clause(i) sanitation and Bhiwadi and nearby 45.00 43.86 43.86 Amount spentand other facilities like making available safe areas of Bhiwadi Directlytube wells for drinking drinking water Distt. Alwar (Raj)water, and water tanks inschools

Total Expenditure 60.21 57.21 57.21

Responsibility Statement‘The implementation and monitoring of Corporate Social Responsibility Policy is in compliance with CSR objectives and Policy of the Company.’

Shri R K Rajgarhia Shri H R SharmaChairman of CSR Committee Member

Date: August 5, 2015


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ANNEXURE – II TO DIRECTORS’ REPORTA) POLICY FOR SELECTION OF DIRECTORS AND DETERMINING

DIRECTORS’ INDEPENDENCEThis policy set out the guiding principles for the Nomination andRemuneration Committee and Human Resources for identifyingpersons who are qualified to become Directors and to determinethe Independence of Directors, in case of their appointment asIndependent Directors of the Company.In this policy the following terms shall have the following meanings:“Director” means a Director appointed to the Board of a Company.“Nomination and Remuneration Committee” means committeeconstituted in accordance with the provisions of Section 178 ofthe Companies Act, 2013 and clause 49 of the Listing Agreement.“Independent Director” means an Independent Director referredto in sub section (6) of section 149 and clause 49(II) (B) of theEquity Listing Agreement.1. Policy for selection of Directors

Appointing Directors that are able to demonstrate, to thesatisfaction of the Board, the following attributes, skills andabilities:• a reputation for high standards of personal and

professional ethics and integrity;• the ability to form an independent view of matters before

the Board using his/her own skills and experience;• the ability to interpret financial statements;• general understanding of the Company’s business

dynamics;1.1.The proposed appointee shall also fulfil l the following

requirements• Shall possess a Director Identification Number;• Shall not be disqualified under the Companies Act, 2013;• Shall give his/her written consent to act as a Director;• Shall abide by code of conduct for Board Members and

Senior Management;• Shall disclose his/her concern or interest in any Company

or Companies or Bodies Corporate, firms or otherassociation of individuals including his shareholding at thefirst meeting of the Board in every Financial Year andthereafter whenever there is a change in the disclosuresalready made

• Such other requirements as may be prescribed from timeto time, under the Companies Act, 2013, ListingAgreements and other relevant laws.

2. Criteria of IndependenceThe criteria of independence, as laid down in Companies Act,2013 and clause 49 of the Listing Agreement, is as below:An Independent Director in relation to a company, means aDirector other than a Managing Director or a Whole-timeDirector or a Nominee Director,-(a) who, in the opinion of the Board, is a person of integrity

and possesses relevant expertise and experience;(b) i. who is or was not a promoter of the company or its

holding, subsidiary or associate company;ii. who is not related to promoters or directors in the

company, its holding, subsidiary or associatecompany;

(c) who has or had no pecuniary relationship with thecompany, its holding, subsidiary or associate company,or their promoters, or directors, during the two immediatelypreceding financial years or during the current financialyear;

(d) none of whose relatives has or had pecuniary relationshipor transaction with the company, its holding, subsidiaryor associate company, or their promoters, or Directors,amounting to two per cent or more of its gross turnoveror total income or fifty lakh rupees or such higher amount

as may be prescribed, whichever is lower, during the twoimmediately preceding financial years or during the currentfinancial year;

(e) who, neither himself nor any of his relatives:i. holds or has held the position of a key managerial

personnel or is or has been employee of thecompany or its holding, subsidiary or associatecompany in any of the three financial yearsimmediately preceding the financial year in which heis proposed to be appointed;

ii. is or has been an employee or proprietor or a partner,in any of the three financial years immediatelypreceding the financial year in which he is proposedto be appointed, of:A. a firm of auditors or company secretaries in

practice or cost auditors of the company or itsholding, subsidiary or associate company; or

B. any legal or a consulting firm that has or had anytransaction with the company, its holding,subsidiary or associate company amounting to tenper cent or more of the gross turnover of suchfirm;

iii. holds together with his relatives two per cent. or moreof the total voting power of the company; or

(f) who possesses appropriate skills, experience andknowledge in one or more fields of finance, law,management, sales, marketing, administration, research,corporate governance, technical operations or otherdisciplines related to the Company’s business

(g) who is not less than 21 years of age.(h) The Independent Directors shall abide by the provisions

specified in Schedule IV of the Companies Act, 2013.3. Other Directorships

• A Director shall not serve as Director in more than 20Companies of which not more than 10 Companies shallbe Public Limited Companies.

• A Director shall not serve as Independent Director in morethan 7 Listed Companies and 3 listed companies in casehe is serving as a Whole-time Director in any ListedCompany.

• A Director shall not be a member in more than 10Committees or act as Chairman of more than 5 Committeesacross all Companies in which he holds Directorship.

B) REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIALPERSONNEL AND OTHER EMPLOYEES.This policy set out the guiding principles for the Nomination andRemuneration Committee and Human Resources forrecommending to the Board the remuneration of the Directors,Key Managerial Personnel and other employees of the Company.In this policy the following terms shall have the following meanings:“Director” means a Director appointed to the Board of a Company.“Key Managerial Personnel” meansi. the Chief Executive Officer or the managing director or the

manager;ii. the company secretary;iii. the whole-time director;iv. the Chief Financial Officer; andv. such other officer as may be prescribed under the Companies

Act, 2013“Nomination and Remuneration Committee” means committeeconstituted in accordance with the provisions of Section 178 ofthe Companies Act, 2013 and clause 49 of the Listing Agreement.1. Remuneration to Non-executive Directors

Non-Executive Directors are paid remuneration in the form ofsitting fees for attending the Board Meetings and CommitteeMeetings as fixed by the Board of Directors from time to time,subject to statutory provisions.


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2. Remuneration to CMD and Executive DirectorsWhile deciding the remuneration of Chairman & ManagingDirector and Whole-time Directors, the Nomination andRemuneration Committee and the Board should consider payand employment conditions in the industry and merit andseniority of the person.The term of office and remuneration of Chairman & ManagingDirector and Whole time Directors are subject to approval ofthe Board of Directors, shareholders and the limit laid downunder the Companies Act, 2013 from time to time.

3. Remuneration to Key Managerial Personnel and otheremployeesRemuneration of KMP and other employees is decided bythe Chairman & Managing Director on the recommendationby the Executive Directors concerned.

ANNEXURE – III TO DIRECTORS’ REPORTForm No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2015[Pursuant to section 204(1) of the Companies Act, 2013 andrule No. 9 of the Companies (Appointment and Remuneration

Personnel) Rules, 2014]To,

The Members,APM Industries Limited

I have conducted the secretarial audit of the compliance of applicablestatutory provisions and the adherence to good corporate practicesby APM Industries Limited (hereinafter called the company).Secretarial Audit was conducted in a manner that provided me areasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon.

Based on my verification of the APM Industries Limited’s books,papers, minute books, forms and returns filed and other recordsmaintained by the company and also the information provided by theCompany, its officers, agents and authorized representatives duringthe conduct of secretarial audit, I hereby report that in my opinion,the company has, during the audit period covering the financial yearended on 31st March, 2015 complied with the statutory provisionslisted hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in themanner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returnsfiled and other records maintained by APM Industries Limited (“theCompany”) for the financial year ended on 31st March 2015 accordingto the provisions of:

i) The Companies Act, 1956 and The Companies Act, 2013 (theAct) and the rules made thereunder, as applicable;

ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and therules made thereunder;

iii) The Depositories Act, 1996 and the Regulations and Bye-lawsframed thereunder;

iv) Foreign Exchange Management Act, 1999 and the rules andregulations made thereunder to the extent of Foreign DirectInvestment, Overseas Direct Investment and External CommercialBorrowings (There is no Foreign Direct Investment, Overseas DirectInvestment or External Commercial Borrowings during the auditperiod);

v) The following Regulations and Guidelines prescribed under theSecurities and Exchange Board of India Act, 1992 (‘SEBI Act’):-a. The Securities and Exchange Board of India (Substantial

Acquisition of Shares and Takeovers) Regulations, 2011;b. The Securities and Exchange Board of India (Prohibition of

Insider Trading) Regulations, 1992; and

c. The Securities and Exchange Board of India (Registrars toan Issue and Share Transfer Agents) Regulations, 1993regarding the Companies Act and dealing with client;

vi) Other laws applicable specifically to the company as per therepresentation made by the Management.

I have also examined compliance with the applicable clauses of thefollowing:i) The Listing Agreements entered into by the Company with BSE

Limited;I further report that, there was no actions/event in pursuance of:(a) The Securities and Exchange Board of India (Issue of Capital

and Disclosure Requirements) Regulations, 2009;(b) The Securities and Exchange Board of India (Employee Stock

Option Scheme and Employee Stock Purchase Scheme)Guidelines, 1999;

(c) The Securities and Exchange Board of India (Issue and Listingof Debt Securities) Regulations, 2008;

(d) The Securities and Exchange Board of India (Delisting of EquityShares) Regulations, 2009;

(e) The Securities and Exchange Board of India (Buyback ofSecurities) Regulations, 1998;

(f) Secretarial Standards issued by The Institute of CompanySecretaries of India with respect to board and general meetingsare applicable (Not applicable since notified and effective from01.07.2015).

During the period under review and as per the explanations andclarifications given to me and the representation made by theManagement, the Company has complied with the provisions of theapplicable laws, rules, regulations and guidelines, etc., as mentionedabove.

I further report that:The Board of Directors of the Company is duly constituted with properbalance of Executive Directors, Non-Executive Directors andIndependent Directors. The changes in the composition of the Boardof Directors that took place during the period under review were carriedout in compliance with the provisions of the Act.Adequate notice is given to all directors to schedule the BoardMeetings, agenda and detailed notes on agenda were sent at leastseven days in advance, and a system exists for seeking and obtainingfurther information and clarifications on the agenda items before themeeting and for meaningful participation at the meeting.Decisions at the meetings of the Board of Directors of the Bank werecarried through on the basis of majority. There were no dissentingviews by any member of the Board of Directors during the periodunder review.I further report that as per the explanations given to me and therepresentation made by the Management and relied upon by me thereare adequate systems and processes in the company commensuratewith the size and operations of the company to monitor and ensurecompliance with applicable laws, rules, regulations and guidelines.I further report that during the audit period there were no other specificevents/actions in pursuance of the above referred laws, rules,regulations and guidelines etc., having a major bearing on theCompany’s affairs.

Pradip Kumar Muduli(Practicing Company Secretary)

FCS No.6170C P No.:5730

Place: New DelhiDate: July 16, 2015

Note: This report is to be read with our letter of even date which isannexed as ‘ANNEXURE A’ and forms an integral part of this report.


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‘ANNEXURE A’ToThe MembersAPM Industries LimitedOur report of even date is to be read along with this letter.1. Maintenance of secretarial record is the responsibility of the management

of the Company. My responsibility is to express an opinion on thesesecretarial records based on our audit.

2. I have followed the audit practices and processes as were appropriateto obtain reasonable assurance about the correctness of the contentsof the Secretarial records. The verification was done on test basis toensure that correct facts are reflected in Secretarial records. I believethat the processes and practices, I followed provide a reasonable basisfor my opinion.

3. I have not verified the correctness and appropriateness of financialrecords and Books of Accounts of the Company.

4. Where ever required, I have obtained the Management representationabout the compliance of laws, rules and regulations and happening ofevents etc.

5. The compliance of the provisions of Corporate and other applicable laws,rules, regulations, standards is the responsibility of management. Myexamination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the futureviability of the Company nor of the efficacy or effectiveness with whichthe management has conducted the affairs of the Company.

Pradip Kumar Muduli(Practicing Company Secretary)

FCS No.6170C P No.:5730

Place: New DelhiDate: July 16, 2015

ANNEXURE – IV TO DIRECTORS’ REPORTPARTICULARS REQUIRED UNDER THE COMPANIES (ACCOUNTS)RULES, 2014.A. CONSERVATION OF ENERGY

Energy Conservation Measures taken:The Company has taken following Energy Conservation Measures to savethe Energy.1. Replacement of 6 Nos. Main Motors of 5 HP with energy efficient

motors in Draw Frame Machines.2. Replacement of 05 Nos. Effluent Treatment Plant Mono Block Pumps

10 HP with energy efficient Pumps of 7.5 HP.3. Replacement of 2 Nos. Blow Room Motors of 2 HP with energy

efficient motors.4. Replacement of 13 Nos. Doffer Motor Old (4 HP) with energy efficient

motor (3HP) in LC 1/3 Card.5. Replacement of 1 No. Dyeing Machine Motor of 30 HP with energy

efficient motor.6. Replacement of 1 No. Motor of (160 KW) with energy efficient motors

of compressor No. 7.7. Replacement of 2 Nos. Crain Motors of 5 HP with energy efficient

motor in Dye House.B. RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION

Efforts made in R&D and Technology Absorption is given in Form ‘B’.C. FOREIGN EXCHANGE EARNINGS AND OUTGO.

The activities relating to exports, initiatives taken to increase exports,development of new export market for products and services and exportplans:We have been continuously developing new varieties of yarn to meetthe requirement of the export market so that, we can increase the export.The information in respect of Foreign Exchange earnings and outgo iscontained in item (f) & (g) in Note No.32 annexed to the Balance Sheet.

FORM ‘A’FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSUMPTION OF ENERGY

Unit 2014-15 2013-14A POWER AND FUEL CONSUMPTION

1 ElectricityPurchased unit Unit in lacs 482.81 469.11Total amount Rs. In lacs 2619.38 2477.71Rate Rs./Unit 5.43 5.28

2 Own Generationa) Through Diesel Generator Unit in lacs 4.70 6.11

Unit per Litre of Diesel Unit 3.60 3.62Cost Rs./Unit 15.96 14.18

3 Coal (Grade B, C, D & E)/PetcockQuantity MT 2572.07 2354.80Total cost Rs. in lacs 251.46 208.73Average rate Rs./MT 9776.59 8864.02

4 DieselQuantity Ltrs. In lacs 1.31 1.69Total cost Rs. In lacs 75.02 86.57Average rate Rs./Ltr. 57.45 51.22

B CONSUMPTION PER UNIT OF PRODUCTION*1 Electricity 265.00 257.002 Coal B, C, D & E Grade/Pet coke 13.97 12.75

* Production unit, per 100 kgs.FORM ‘B’

RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTIONA. Research & Development:• Specific areas in which R&D carried out by the Company:

The Company has been giving special emphasis on development of newproducts and cost reduction. The Company has developed new productsfor exporters of fabrics, furnishings and Readymade garments, keepingin touch with latest trend of fabrics and readymade garment exports.The company has also developed new varieties of yarn for domesticmarkets.

• Benefits derived as a result of R & D:Product improvement, enhancement in product range cost reduction andimprovement in customer satisfaction.

• Future course of action:To develop new varieties and shades as per market requirements.

• Expenditure on R&D:No specific expenditure exclusively on R&D has been incurred.

B. Technology Absorption, Adaptation and Innovation:• Efforts made:

The indigenous technology available is continuously being upgraded.• Benefit derived:

Improvement in the overall performance of the Company and increasingpresence in new markets.

• Particulars of imported technology:Not applicable


New Delhi R K RAJGARHIAAugust 5, 2015 Chairman & Managing Director


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ANNEXURE – V TO DIRECTORS’ REPORTStatement of Disclosure of Remuneration under Section 197 of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014

i Ratio of remuneration of each Executive Director to the median remuneration of Employees of the Company for the financial year 2014-15,the percentage increase in remuneration of Chairman & Managing Director, Executive Directors, CFO and Company Secretary during thefinancial year 2014-15 and Comparison on the Remuneration of KMP against performance of the Company

Ratio of % increase Comparison onSl. Name of Director Remuneration in the Remuneration ofNo. / KMP Designation of each Director Remuneration KMP against

to median performance ofremuneration of the Company

employees1. Shri R K Rajgarhia Chairman & Managing Director 96.49:1 1.32

2. Shri H R Sharma Whole-time Director 28.13:1 11.95

3. Shri C S Vijay CFO 12.02:1 26.36

4. Shri F.C. Goel Company Secretary 1.03:1 12.29

Note:

The Non-Executive Directors of the Company are entitled for sitting fees. The detail of remuneration of Non-Executive Directors isprovided in Corporate Governance Report and is governed by the Remuneration Policy. The ratio of remuneration and percentageincrease for Non-executive Directors remuneration is therefore not considered for the purpose above.

ii. Sl. Particulars DetailsNo.1 % increase in the median remuneration of employee for

the financial year. 8%2 Total number of employees of the Company as on

31st March 2015 22273 Explanation on the relationship between average increase The revenue growth during the financial year 2015 over the

in remuneration and Company performance the financial year 2014 was 3%. The average increase inremuneration of employees excluding Executive Directorsduring the Financial Year was 10%

4 Key parameters for any variable component of remuneration Variable component of remuneration (i.e Commission) paidavailed by the Directors to the Directors are directly linked to the overall Company’s

Performance.5 i) Variation in market capitalization of the Company Market Capitalization of the Company has been increased

from Rs 48.95 Crores as on 31st March 2014 to Rs 85.47Crores as on 31st March 2015

ii) Variation in price earning (PE) ratio PE ratio was 4.54 at 31st March 2015 as compared to 2.29at 31st March 2014

iii) Percentage increase over decrease in the market The closing price of the Company’s Equity share on BSE asquotation of the shares of the Company in comparison on 31st March 2015 was Rs 39.55 (Rs 22.65 on 31st March,to the rate at which the Company came out with the 2014) representing approx 3 times increase over last rightlast public offer issue.

6 Average percentile increase in the salaries of employees Average percentile increase in the salaries of employeesexcluding managerial personnel during financial year 2015 excluding managerial personnel during financial year 2015and comparison with the percentile increase in remuneration was 10%. Whereas average increase in remuneration ofof Executive Directors and justification thereof Executive Directors was 12%. The increased remuneration

to the Directors was owing to their qualification, responsibilitiesand experience

iii. The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remunerationin excess of the highest paid Director during the year: There is no employee who receives remuneration in excess of remunerationpaid to the highest paid Director.

iv. Affirmation that the remuneration is as per the remuneration policy of the Company: Remuneration is as per the Nomination andRemuneration policy of the Company.

The Company’srevenue has

increased by 3% onyear to year basis.


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Details as required under Section 197 of Companies Act, 2013 read with Rule 5(2) of Companies Appointment and Remuneration ofManagerial Personnel) Rules, 2014

1. Employed throughout the year and in receipt of remuneration in aggregate of not less than Rs.60.00 lacs.

Name Age Remuneration Designation/ Qualification & Date of Last(Rs.) Nature of duties experience commencement employment

(Years) of employment

R K Rajgarhia 77 1,12,66,835 Chairman & Managing Director, B.Com 01.08.1994 Orient Steel &Overall management 56 years Industries Limited

2. Employed for part of the year and in receipt of remuneration of not less than Rs.5.00 lacs per month - NIL.

NOTES

1. Remuneration as above includes salary, commission, allowances, monetary value of perquisites etc.

2. Shri R K Rajgarhia is related to Shri S G Rajgarhia, a Director of the company.

3. Employment is contractual.

ANNEXURE –VI TO DIRECTORS’ REPORTEXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31.03.2015

Form No. MGT-9[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration)

Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:CIN : L21015RJ1973PLC015819Registration Date : 21/09/1973Name of the Company : APM INDUSTRIES LIMITEDCategory/ Sub-Category of the Company : Company Limited by shares / Indian Non-Government Company.Address of the registered office and contact details : SP-147, RIICO Industrial Area, Bhiwadi,

Dist. Alwar (Rajasthan) - 301019Telephone : 01493 – 522400,Fax : 01493 – 522413,E-mail : [email protected]

Whether listed company : YesName, Address and Contact details of Registrar and : M/s Skyline Financial Services Pvt. Ltd.Transfer Agent, if any D-153A, 1st Floor, Okhla Industrial Area,

Phase -1, New Delhi – 110 020Telephone 011-64732681 to 88,Fax : 011-26812683,E-mail : [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Name and Description of main NIC Code of the Product % to total turnover of theProducts / Services / service company

Manmade fiber Spun Yarn 13114 100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Name and address CIN/GLN Holding / subsidiary / % of shares held Applicable Sectionof the company associate

Not applicable


13

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)i) Category-wise Shareholding

No. of Shares held at the beginning of No. of Shares held at the end of % of Changethe year (01.04.2014) the year (31.03.2015) during the

Category of Shareholders yearDemat Physical Total % of Demat Physical Total % of

Total TotalShares Shares

A Promoters1) Indian

a) Individual / HUF 8951165 - 8951165 41.42 8958665 - 8958665 41.45 0.03b) Central Govt. - - - - - - - - -c) State Govt(s) - - - - - - - - -d) Bodies Corp. 4363000 - 4363000 20.19 4363000 - 4363000 20.19 -e) Banks / FI - - - - - - - - -f) Any Other - - - - - - - - -Sub-total (A) (1) 13314165 - 13314165 61.61 13321665 - 13321665 61.64 0.03

2) Foreigna) NRIs - Individuals - - - - - - - - -b) Other – Individuals - - - - - - - - -c) Bodies Corp. - - - - - - - - -d) Banks / FI - - - - - - - - -e) Any Other - - - - - - - - -

Sub-total (A) (2) - - - - - - - - -

Total shareholding of Promoter(A) = (A)(1) + (A)(2) 13314165 - 13314165 61.61 13321665 - 13321665 61.64 0.03

B Public Shareholding1) Institutions

a) Mutual Funds - - - - 6416 - 6416 0.03 0.03b) Banks / FI 1000 250 1250 0.01 1000 250 1250 0.01 -c) Central Govt - - - - - - - - -d) State Govt(s) - - - - - - - - -e) Venture Capital Funds - - - - - - - - -f) Insurance Companies - - - - - - - - -g) FIIs - - - - - - - - -h) Foreign Venture Capital

Funds - - - - - - - - -i) Others (specify) - - - - - - - - -Sub-total (B)(1) 1000 250 1250 0.01 7416 250 7666 0.04 0.03

2) Non- Institutionsa) Bodies Corp.

i) Indian 672713 21085 693798 3.21 619848 21085 640933 2.97 (0.24)ii) Overseas - - - - - - - - -

b) Individualsi) Individual

shareholders holdingnominal sharecapital uptoRs. 1 lakh 3263762 1933372 5197134 24.05 3356518 1889687 5246205 24.28 0.23

ii) Individualshareholders holdingnominal sharecapital in excessof Rs 1 lakh 1875494 - 1875494 8.68 1844643 - 1844643 8.54 (0.14)

c) Others (specify) 529519 - 529519 2.45 550248 - 550248 2.55 0.10Sub-total (B)(2) 6341488 1954457 8295945 38.39 6371257 1910772 8282029 38.32 (0.06)

Total Public Shareholding(B)=(B)(1)+ (B)(2) 6342488 1954707 8297195 38.39 6378673 1911022 8289695 38.36 (0.03)

C Shares held by Custodian forGDRs & ADRs - - - - - - - - -Grand Total (A+B+C) 19656653 1954707 21611360 100.00 19700338 1911022 21611360 100.00 -


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ii) Shareholding of PromotersSl No Shareholder’s Name Shareholding at the beginning of Shareholding at the end of the year (31.03.2015)

the year (01.04.2014)No. of % of total % of Shares No. of % of total % of Shares % change inShares Shares of Pledged / Shares Shares of Pledged / shareholding

the company encumbered the company encum-bered during theto total shares to total shares year

1 Faridabad Paper MillsLimited 2770000 12.82 - 2770000 12.82 - -

2 Rajgarhia Leasing andFinance Pvt. Ltd. 1130000 5.23 - 1130000 5.23 - -

3 RKR Foundation 50000 0.23 - 50000 0.23 - -

4 Essvee Fiscal Pvt. Ltd. 97500 0.45 - 97500 0.45 - -

5 Sanjay Rajgarhia 100000 0.46 - 100000 0.46 - -

6 Hari Ram Sharma 1045 - - 1045 - - -

7 R K Rajgarhia 3850000 17.81 3.12 3850000 17.81 3.12 -

8 Rovo Marketing Pvt. Ltd. 315500 1.46 - 315500 1.46 - -

9 Anisha Mittal 398770 1.85 - 398770 1.85 - -

10 Shri Gopal Rajgarhia 573850 2.66 - 573850 2.66 - -

11 Ajay Rajgarhia 2250000 10.41 - 2250000 10.41 - -

12 Prabha Rajgarhia 1600000 7.40 - 1600000 7.40 - -

13 S K Rajgarhia 2500 0.01 - 10000 0.05 - 0.04

14 Sanjay Rajgarhia 175000 0.81 - 175000 0.81 - -

Total 13314165 61.61 3.12 13321665 61.64 3.12 0.04

iii) Change in Promoters’ Shareholding (please specify, if there is no change)Cumulative

Shareholding shareholdingduring the year

Sl. No. Name No. of Share % of total Date Increase / Reason No. of % of totalat the shares decrease in shares shares

beginning of of the shareholding of thethe year company company

(01.04.2014)

1 Shri S K Rajgarhia 2500 0.01 26.05.14 10000 Purchase05.06.14 (2500) Sold 10000 0.05


15

iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)Cumulative

Shareholding shareholding during the year (01.04.14 to

31.03.15)

Sl. No. Name No of Shares % of total Date Increase / Reason No of % of totalat the shares decrease in Shares at the shares

Beginning of the shareholding Beginning of the(01.04.14) company (01.04.14) company

/ end of the / end of theYear Year

(31.03.15) (31.03.15)

1 Sangeetha S 300220 1.39 01.04.14 12.09.14 (7920) Sale 292300 1.35 20.02.15 (16740) Sale 275560 1.28

273760 1.27 31.03.15 (1800) Sale 273760 1.27

2 Nityadhara ConclavePvt. Ltd. 250000 1.16 01.04.14

31.03.15 (250000) Sale - -

3 S Sathya 185200 0.86 01.04.14 16.05.14 (185200) Sale - -

4 Aditi Rajgarhia 150000 0.69 01.04.14 No Movement

150000 0.69 31.03.15 150000 0.69

5 Jayati Rajgarhia 140000 0.65 01.04.14 No Movement

140000 0.65 31.03.15 140000 0.65

6 Savitha S 130300 0.60 01.04.14 12.09.14 (7650) Sale 122650 0.57 14.11.14 (1800) Sale 120850 0.56

120850 0.56 31.03.15 120850 0.56

7 Varun Rajgarhia 130000 0.60 01.04.14 No Movement

130000 0.60 31.03.15 130000 0.60

8 Dr Ramesh ChimanlalShah 120000 0.56 01.04.14

13.06.14 20000 Purchase 140000 0.65 19.09.14 (1282) Sale 138718 0.64 30.09.14 (6000) Sale 132718 0.61

09.01.15 (2718) Sale 130000 0.6006.03.15 36000 Purchase 166000 0.77

166000 0.77 31.03.15 166000 0.77

9 Tanvi J Mehta 100000 0.46 01.04.14 No Movement

100000 0.46 31.03.15 100000 0.46

10 Vishwanath Harlalka 98230 0.45 01.04.14 No Movement

98230 0.45 31.03.15 98230 0.45

11 Sasmal MarcomPvt. Ltd. - - 01.04.14

250000 1.16 31.03.15 250000 Purchase 250000 1.16

12 Sathya S - - 01.04.14 16.05.14 185200 Purchase 185200 0.86 06.06.14 (7035) Sale 178165 0.82 05.09.14 (365) Sale 177800 0.82 12.09.14 (5410) Sale 172390 0.80 28.11.14 (1800) Sale 170590 0.79

170590 0.79 31.03.15 170590 0.79

13 Ramesh C Shah 50000 0.23 01.04.14 06.03.15 51000 Purchase 101000 0.47

101000 0.47 31.03.15 101000 0.47


16

v) Shareholding of Directors and Key Managerial Personnel

Cumulativeshareholding during

Shareholding the year(01.04.14 to 31.03.15)

Sl. No. Name No. of Share % of total Date Increase / Reason No. of % of totalat the shares decrease in shares shares

beginning of of the shareholding of thethe year company company

(01.04.2014)

1 Shri R K Rajgarhia 3850000 17.81 3850000 17.81

2 Shri Hari Ram Sharma 1045 - 1045 -

3 Shri S G Rajgarhia 573850 2.66 573850 2.66

vi) INDEBTEDNESS (Amount in Rs.)

Indebtedness of the Company including interest outstanding / accrued but not due for payment

Secured Loans Unsecured Deposits Totalexcluding Loans Indebtednessdeposits

Indebtedness at the beginning of the financial year

i) Principal Amount 15,59,10,735 97,01,377 - 16,56,12,112

ii) Interest due but not paid - - - -

ii) Interest accrued but not due - - - -

Total ( i + ii + iii ) 15,59,10,735 97,01,377 - 16,56,12,112

Change in Indebtedness during the financial year

- Addition 1,37,16,127 37,00,708 - 1,74,16,835

- Reduction 3,75,31,058 - - 3,75,31,058

- Exchange difference - - - -

Net Change (2,38,14,931) 37,00,708 - (2,01,14,223)

Indebtedness at the end of the financial year

i) Principal Amount 13,20,95,804 1,34,02,085 - 14,54,97,889

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - - -

Total ( i + ii + iii ) 13,20,95,804 1,34,02,085 - 14,54,97,889


17

vii) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (Amount in Rs.)A Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl. No. Particulars of Remuneration Shri R K Shri H R TotalRajgarhia Sharma Amount

Chairman & ExecutiveManaging Director Director

1 Gross salarya) Salary as per provisions contained in section 17(1) of the

Income-tax Act, 1961 49,15,630 31,39,040 80,54,670b) Value of perquisites U/S 17(2) Income-tax Act, 1961 2,83,205 1,28,754 4,11,959c) Profits in lieu of salary under section 17(3) Income-tax

Act, 1961 - - -2 Stock Option - - -3 Sweat Equity - - -4 Commission

- as % of profit 60,68,000 - 60,68,000- others specify

5 Others, please specify (PF) - 16,500 16,500Total (A) 1,12,66,835 32,84,294 1,45,51,129

Ceiling as per the Act Rs.2.88 crores (being 10% of the net profit of the companycalculated as per Section 198 of the Companies Act, 2013)

B Remuneration to other directors:Name of Directors Total

AmountSl. No. Particulars of Remuneration Shri K R Shri R R Shri R L Shri S G

Gupta Bagri Toshniwal Rajgarhia1 Independent Directors

- Fee for attending board / committee meetings 1,42,500 1,42,500 10,000 - 2,95,000- Commission - - - - -- Others, please specify - - - - -

Total (1) 1,42,500 1,42,500 10,000 - 2,95,0002 Other Non–Executive Directors

- Fee for attending board / committee meetings - - - 75,000 75,000- Commission - - - - -- Others, please specify - - - - -

Total (2) - - - 75,000 75,000Total (B)=(1+2) 1,42,500 1,42,500 10,000 75,000 3,70,000

Total Managerial RemunerationOverall Ceiling as per the Act Rs.0.29 crores (being 1% of the net profits of the company calculated

as per Section 198 of the Companies Act, 2013)

C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD / MANAGER / WTDSl. No. Particulars of Remuneration Key Managerial Personnel

Shri C S Vijay Shri F C Goel Total(CFO) (Company Amount

Secretary)1 Gross salary

a) Salary as per provisions contained in section 17(1) of theIncome-tax Act, 1961 13,25,837 1,11,299 14,37,136

b) Value of perquisites U/S 17(2) Income-tax Act, 1961 21,600 - 21,600c) Profits in lieu of salary under section 17(3) Income-tax

Act, 1961 - - -

2 Stock Option - - -

3 Sweat Equity - - -

4 Commission

- as % of profit - - -

5 Others:

- Medical 39,881 - 39,881

- Cars - - -

- Interest concession on loan - - -Total 13,87,318 1,11,299 14,98,617


18

ANNEXURE – VII TO DIRECTORS’ REPORTForm No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act andRule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts / arrangements entered into by the company with related parties referred to in sub-section (1)of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1 Details of contracts or arrangements or transactions not at arm’s length basis:a) Name(s) of the related party and nature of relationshipb) Nature of contracts / arrangements / transactionsc) Duration of the contracts / arrangements / transactionsd) Salient terms of the contracts or arrangements or transactions

including the value, if anye) Justification for entering into such contracts or arrangements or

transactionsf) Date(s) of approval by the Boardg) Amount paid as advances, if anyh) Date on which the resolution was passed in general meeting as

required under first proviso to section 188

2 Details of material contracts or arrangement or transactions at arm’s length basis:a) Name(s) of the related party and nature of relationshipb) Nature of contracts / arrangements / transactionsc) Duration of the contracts / arrangements / transactionsd) Salient terms of the contracts or arrangements or transactions

including the value, if anye) Justification for entering into such contracts or arrangements or

transactionsf) Date(s) of approval by the Boardg) Amount paid as advances, if anyh) Date on which the resolution was passed in general meeting as

required under first proviso to section 188

*NOTE: The details of names, nature of relations ship; nature of such contracts / arrangements / transactions are disclosed in Note No. 29forming part of the Balance Sheet.

Transactions like payment of remuneration and dividend are as per the terms approved by the Board and shareholders as per applicableprovisions. Transaction relating to contribution to CSR activities was made in compliance with the requirements of the Section 135 of theCompanies Act, 2013 after due approvals. Please refer CSR section in Board’s report for more details in this regard.


R K RAJGARHIAChairman & Managing Director

viii) PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:Type Section of the Brief Details of Penalty / Authority [RD Appeal made,

Companies Act Description Punishment/ / NCLT/ COURT] if any (give Details)Compoundingfees imposed

A COMPANY- Penalty- Punishment NONE- Compounding

B DIRECTORS- Penalty- Punishment NONE- Compounding

C OTHER OFFICERS IN DEFAULT- Penalty- Punishment NONE- Compounding

* Please refer the note given below

The Company has not entered into any contractor arrangement with its related parties which is notat arm’s length during Financial Year 2014-15

�

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19

ANNEXURE – VIII TO DIRECTORS’ REPORTCORPORATE GOVERNANCE1. Company’s philosophy on Code of Governance

The Company strongly believes in fair, efficient and transparent business operations, fairness to all stakeholders in the Company,proper disclosure of relevant financial and non-financial information and enhancing shareholder value on a continuing basis.

2. Board of DirectorsAs on March 31, 2015, the Board is comprised of 6 Members. The composition of the Board of Directors meets with the requirementsof Listing Agreement and Companies Act, 2013. None of the Directors on the Board is a member of more than 10 committees and Chairmanof more than 5 committees across all the companies in which they are Directors.During the year 2014–15 four Board meetings were held on 21.05.2014, 07.08.2014, 07.11.2014 and 06.02.2015.The composition of the Board of Directors and the attendance at the Board meeting during the year are as under:

Sl. No. of Board No. of Director LastNo. Name of the Category of Directors Meetings Ships in other public AGM

Directors Held Attended companies Member Chairman Attended

(1) (2) (3) (4) (5) (6) (7) (8) (9)

1 Shri R K Rajgarhia Chairman & Managing Director 4 4 1 1 1 Yes

2 Shri R L Toshniwal Non Executive & Independent 4 1 3 - - No

3 Shri K R Gupta Non Executive & Independent 4 4 - - 3 Yes

4 Shri S G Rajgarhia Non Executive 4 3 2 1 - Yes

5 Shri R R Bagri Non Executive & Independent 4 4 2 4 1 Yes

6 Shri H R Sharma Executive 4 4 - 2 - Yes

The non-executive directors, except Shri S G Rajgarhia, do not have any material pecuniary relationship with the company.Shri S G Rajgarhia’s pecuniary relationship to the company is limited to the extent of his shareholding in it and the sitting feesreceived by him. He may also be deemed to have some pecuniary interest with respect to transactions of sale and purchase ofmaterials with the Companies in which he is a director, brief details of which are disclosed in the notes to the financial statementsunder the head “related party disclosures” under Note 29 annexed to the Balance Sheet.

Shareholding of non-executive directors in the company as on the date of report is:

Name of the Director No. of shares Percentage

Shri S G Rajgarhia 5,73,850 2.66

Appointment of Additional DirectorSmt Uma Hada, Non- Executive Director(DIN: 06463684)

Smt Uma Hada was appointed as an Additional Director in the Company w.e.f., 08th April, 2015. She holds office as a Director upto the date of the ensuing Annual General Meeting and is eligible to be appointed as an Independent Non- Executive Director.A brief of her resume is annexed as an explanatory statement of this report.Smt Uma Hada is a Director in Uma Properties & Traders Limited. She became a member of Audit Committee w.e.f 08th April, 2015.

3. Audit CommitteeThe broad terms of reference of the Audit Committee are:a) to review the unaudited financial results and the internal audit reportsb) to suggest internal control measures after discussion with the internal auditorsc) to oversee their implementationd) to review financial statements with the managemente) to grant approval on related party transactions including omnibus approvalf) to recommend appointment of auditors andg) other matters as provided in the clause 49 of the listing agreementThe scope and activities of the Audit Committee include the areas prescribed under clause 49 II (D) of the listing agreement with theStock Exchanges. The Audit Committee has been granted powers as prescribed under the clause 49 II (C).During the year 2014–15 four Audit Committee meetings were held on 21.05.2014, 07.08.2014, 07.11.2014 and 06.02.2015.The constitution of the committee and the attendance of the members are as under:

Sl. No. Name Category No. of MeetingsHeld Attended

1 Shri K R Gupta Non Executive & Independent 4 42 Shri S G Rajgarhia Non Executive 4 33 Shri R R Bagri Non Executive & Independent 4 4

No. of other Board Committeesof which Member/Chairman


20

Shri K R Gupta is the Chairman of the Committee. The other members of the Committee are Shri R R Bagri and Shri S G Rajgarhia.The Company Secretary acts as the Secretary of the Committee. The meetings were also attended by the representatives of Statutoryand Internal Auditors.

4. Nomination and Remuneration CommitteeIn compliance with the provisions of Section 178 of the Companies Act, 2013 and the Listing Agreement, the Board has renamedthe existing “Remuneration Committee” as the “Nomination and Remuneration Committee”.The Nomination and Remuneration Committee is headed by Shri K R Gupta. The other members of the Committee are Shri R RBagri and Shri R K Rajgarhia.The non-executive directors are paid sitting fees for the Board and Committee meetings attended by them and are not paidremuneration in any other form.During the year 2014–15 one Nomination and Remuneration Committee meeting was held on 06.02.2015. The meeting was attendedby all the members.

Nomination and Remuneration Policy as approved by the Board is given in Annexure II to the Director’s Report.The details of remuneration paid to Chairman & Managing Director and Executive Director during 2014 – 2015 are as under:

Sl. Name of the Remuneration paid (Rs.)No. Directors1 Shri R K Rajgarhia 1,12,66,8352 Shri H R Sharma 32,84,294

The details of sitting fee paid to the other Directors during 2014–2015 are as under:Sl. No. Name of the Directors Sitting Fee Total

1 Shri K R Gupta 1,42,500 1,42,5002 Shri S G Rajgarhia 75,000 75,0003 Shri R R Bagri 1,42,500 1,42,5004 R L Toshniwal 10,000 10,000

5. Stakeholders’ Relationship CommitteeIn compliance with the provisions of Section 178 of the Companies Act, 2013 and the Listing Agreement, the Board has renamedthe existing “Shareholders’/Investors’ Grievance Committee” as the “Stakeholders’ Relationship Committee”.The Stakeholders’ Relationship Committee is headed by Shri K R Gupta. The other members of the Committee are Shri R R Bagriand Shri H R Sharma.Name, designation and address of Compliance Officer:Mr Vinod Kr SinghalDy. Gen. Manager (Comml.)APM Industries Limited910 – Chiranjiv Tower43 – Nehru PlaceNew Delhi – 110 019Ph No. 011-26441015Fax No.011-26441018During the year 2014–15 two Stakeholders’ Relationship Committee meetings were held on 21.05.2014 and 07.11.2014. Both themeetings were attended by all the members.4 Shareholders’ complaints were received during the year 2014–2015 and all of them have been resolved.There were no pending share transfers as on 31.03.2015.

6. Corporate Social Responsibility CommitteeThe terms of reference of the Corporate Social Responsibility Committee (CSR) broadly comprises:· To review the existing CSR Policy and to make it more comprehensive so as to indicate the activities to be undertaken by the

Company as specified in Schedule VII of the Companies Act, 2013;· To provide guidance on various CSR activities to be undertaken by the Company and to monitor its progress.The Corporate Social Responsibility Committee is headed by Shri R K Rajgarhia. The other members of the Committee are Shri RR Bagri and Shri H R Sharma.During the year 2014–15, four Corporate Social Responsibility Committee meetings were held on 11.08.2014, 29.11.2014, 05.02.2015and 31.03.2015. All the members attended four meetings held during the Financial Year 2014-15.

7. Risk Management CommitteeThe Risk Management Committee is headed by Shri R R Bagri. The other members of the Committee are Shri H R Sharma andShri C S Vijay.During the year there was no meeting held for Risk Management Committee.

8. Independent Directors’ MeetingDuring the year under review, the Independent Directors met on March 20, 2015, inter alia, to discuss.- To review the performance of Non-Independent Directors and Board of the Company- To review the performance of the Chairperson of the Company- To assess the flow of information between the Company Management and the BoardThe meeting was attended by Shri K R Gupta and Shri R R Bagri.


21

9. General Body MeetingsDuring the last three years, the General Meetings of equity shareholders were held as detailed below:

General Day, Date, Time and Location Special resolution passedMeetings

40th Annual Thursday, 25th September, 2014 at 11.30 A.M. -General at Registered office at SP-147, RIICO IndustrialMeeting Area, Bhiwadi, Dist. Alwar (Rajasthan)

39th Annual Saturday, 13th July, 2013 at 11.30 A.M. at Special Resolution pursuant to provisions of Section 198,General Registered office at SP-147, RIICO Industrial 269, 309 and Schedule - XIII and other applicable provisionsMeeting Area, Bhiwadi, Dist. Alwar (Rajasthan) of Companies Act, 1956 for re-appointment of Shri R K

Rajgarhia, as Chairman & Managing Director of the Companyfor a period of three years w.e.f June 1, 2013.

38th Annual Saturday, 15th September, 2012 at 11.30 A.M. • Special Resolution pursuant to provisions of Section 198,General at Registered office at SP-147, RIICO Industrial 269, 309 and Schedule - XIII and other applicable provisionsMeeting Area, Bhiwadi, Dist. Alwar (Rajasthan) of Companies Act, 1956 for re-appointment of Shri H R

Sharma, as Executive Director of the Company for a periodof five years w.e.f March 1, 2012.• Special Resolution pursuant to provisions of Section314(1) and other applicable provisions of Companies Act,1956 promotion of Ajay Rajgarhia son of Shri R K Rajgarhia,Chairman and Managing Director, who holds the place ofprofit in Company as Vice President (Business Development).

No resolutions have been put through postal ballot so far. Similarly, there are no resolutions, which are required to be put throughpostal ballot at this Annual General Meeting.

10. Code of ConductThe company has formulated and implemented a Code of Conduct for Board Members and senior management of the company.Requisite annual affirmations of compliance with the respective Codes have been made by the Directors and Senior Managementof the company.

11. CEO/CFO CertificationShri C S Vijay, CFO of the Company, has given the above certificate pertaining to financial year 2014–15 to the Board of Directorswhich was taken note of at the Board meeting.

12. Disclosures- There are no materially significant related party transactions, which may have potential conflict with the interests of the Company

at large.- The company’s financial statements are prepared as per the Accounting Standards and the accounting principles generally

accepted in India.- The risk assessment and minimization is an ongoing process within the company. The company has laid down the procedures

to inform Board members about the risk assessment and minimization procedures. The Audit Committee/Board reviews the riskassessment and control process in the company periodically.

- The company has not raised any money through Public Issue, Rights Issue or Preferential Issue etc.- There have been no penalties/strictures imposed on the Company by Stock Exchange(s) or SEBI or any other statutory authority

for non-compliance of any matter relating to capital markets, during the last three years.- There is no pecuniary relationship or transaction with the Non-Executive independent Directors.- The management discussion and analysis report is given as a separate statement in the Annual Reports and forms part of the

Directors Report.

13. Compliance with mandatory/Non-mandatory RequirementsThe company has complied with all the applicable mandatory requirements given in the listing agreement.

14. Means of CommunicationThe quarterly Financial Statements are normally published in Business Standard (all Edition) and Seema Sandesh (Jaipur Edition).Company’s website: http://www.apmindustries.co.in

15. General Shareholder InformationA. Annual General Meeting:

Date : September 25, 2015 (Friday)Time : 11.30 A.M.Venue : SP – 147 RIICO Industrial Area, Bhiwadi, Dist. Alwar (Rajasthan)

B. Financial Calendar for 2015 – 2016Adoption of Quarterly Results Ended In the month of30th June, 2015 August 14, 201530th September, 2015 November 15, 201531st December, 2015 February 15, 201631st March, 2016 (Audited Annual Accounts) May 15, 2016 (May 30, 2016)


22

C. Date of Book ClosureFrom September 19, 2015 (Saturday) to September 22, 2015 (Tuesday) (both days inclusive).

D. Listing on Stock Exchange at:Scrip Code

Bombay Stock Exchange Limited 523537The Listing fees for the year 2015 – 2016 have been paid to the above Stock Exchange.Demat ISIN No. in NSDL and CDSL for equity shares INE-170D01025

E. Shareholding Pattern of the Company as on 31st March 2015.Category No. of Shares Held %age of share holding

a) Promoters/persons acting in concern 13321665 61.64b) Banks, Financial Institutions, Insurance Companies 1250 0.01c) NRIs/OCBs 97852 0.45d) Other Corporate bodies 1099745 5.10e) Indian Public 7090848 32.80

Total 21611360 100.00

F. Distribution of shareholding as on 31st March, 2015Range Shareholders Shares

No. of shares Number % to Total Holders Number % to Total CapitalUpto 500 9097 85.15 1945270 9.00501 1000 807 7.55 681358 3.15

1001 2000 315 2.95 490436 2.272001 3000 174 1.63 443778 2.053001 4000 60 0.56 218970 1.014001 5000 68 0.64 325575 1.515001 10000 72 0.67 513887 2.38

10001 And above 90 0.84 16992086 78.63Total 10683 100.00 21611360 100.00

G. Share Transfer SystemShare transfers in physical form are registered by the Registrars and returned to the respective transferees within a periodranging from two to three weeks, provided the documents lodged with the Registrars/Company are complete in all respects.

H. Dematerialization of sharesThe Company has arrangements with both National Securities Depository Limited (NSDL) and Central Depository Services Limited(CDSL).

I. Share Dematerialized recordThe following data indicates the extent of dematerialization of Company’s shares as on 31st March 2015.No. of shares dematerialized 19700338 91.15% of the total share capitalNo. of shareholders in D-mat Form 3726 34.87% of the total No. of shareholders

J. Market Share Price Data (Rs.)Month Bombay Stock Exchange Limited

High LowApril 2014 27.70 22.80May 2014 28.95 23.70June 2014 33.00 27.25July 2014 36.00 27.10August 2014 34.00 28.00September 2014 43.00 34.00October 2014 37.95 33.00November 2014 40.75 34.00December 2014 36.75 32.55January 2015 39.50 33.40February 2015 38.25 34.10March 2015 42.30 34.75

K. Registered Office and Plant Location of the CompanyAPM Industries LimitedSP-147 RIICO Industrial AreaBhiwadiDist. Alwar (Rajasthan) – 301 019Tel. : 01493 – 522400Fax : 01493 – 522413Email : [email protected]


23

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY’SCODE OF CONDUCT

This is to confirm that the Company has adopted a Code of Conduct for its employees including the Chairman & Managing Director andExecutive Directors. In addition, the Company has adopted a Code of Conduct for its Non-Executive Directors and Independent Directors.These Codes are available on the Company’s website.

I confirm that the Company has in respect of the year ended March 31, 2015, received from the Senior Management Team of the Companyand the Members of the Board a declaration of compliance with the Code of Conduct as applicable to them.

For the purpose of this declaration, Senior Management Team means the Chief Financial Officer, employees in the Executive level, VicePresident and the Company Secretary as on March 31, 2015.

Place: New Delhi R K RAJGARHIADate: August 5, 2015 Chairman & Managing Director

L. Investors CorrespondenceShareholders can make correspondence at the followingaddresses both for Demat and Physical transfer work andother grievances, if any:1. Corporate office

APM Industries Limited910 – Chiranjiv Tower43 – Nehru PlaceNew Delhi – 110 019Tel : 011 – 26441015 – 17Fax : 011 – 26441018E-mail : [email protected]

2. Registrars and Share Transfer AgentM/s Skyline Financial Services Pvt. Ltd.,D-153/A, 1st FloorOkhla Industrial Area Phase -1New Delhi – 110 020Tel : 011 – 26812682/83/84E-mail : [email protected]’

To

The Shareholders ofAPM Industries Limited

We have examined the compliance of conditions of Corporate Governance by APM Industries Limited for the year ended March 31,2015, as stipulated in clause 49 of the listing agreement of the said Company with stock exchanges in India.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited toprocedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of CorporateGovernance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company hascomplied with the conditions of Corporate Governance as stipulated in the above-mentioned listing agreement.

We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency of effectiveness withwhich the management has conducted the affairs of the Company.

Chaturvedi & Co.Chartered Accountants

(Pankaj Chaturvedi)New Delhi PartnerAugust 5, 2015 Membership No. 09139

AUDITORS’ CERTIFICATE


24

Introduction

Management Discussion and Analysis mainly comprises of thestatements which, inter-al ia, involve predict ions based onperceptions and may, therefore, be prone to risks and uncertainties.It is the sum total of the Company’s expectations, beliefs, estimatesand projections which may be forward looking within the meaningof applicable laws and regulations. The actual results could differmaterially from those expressed herein specifically or impliedly.

a) Core Business and products

The core business of the Company is manufacturing andmarketing of Synthetic Blended Yarn.

b) Industry structure and its development

In India, many states announced Capital subsidy and interestsubsidy apart from Technology Upgradation Fund Scheme(TUFS) announced by Government of India for New investmentsin Textile Sector. However, the pace of investments was nothigher than the previous years due to reduced yarn export anddownward trend of oil price from September 2014 to March2015.

With positive sentiments about consistent growth projections forIndia, we expect to do well in coming year.

c) Overview of the company’s performance

During the year 2014-15, the production of Synthetic BlendedYarn was marginally lower i.e. 184 lac kg as compared to 185lac kg in 2013-14 and the gross revenue increased by 3% fromRs.307 crores to Rs.316 crores in 2014-15. Your companyachieved a net profit Rs.18.85 crores in 2014-15, which ismarginally lower than last year which was due to uncertainty inthe market because of decreasing trend in the prices of thePetroleum Products. The earnings per share for the year2014–15 was Rs.8.72, as compared to the previous year’sRs.9.91.

d) Opportunities, threats/risks and concerns

1. Opportunities & Threats:

We expect that there wil l be good growth potential inApparel sector, because of premium brands pushing theirsales through online e-commerce. With the growth ofAutomobile industries & construction industries, demand forautomotive fabrics and home textiles also will grow. Theawareness of fashion amongst the youngsters is pushingup per capita consumption of Textiles in India, which is anopportunity.

The downward trend in Petroleum products creatinguncertainty in the Textile chain as a whole, resulting whichthere may be fall in the yarn prices & profitability.

2. Risks & Concerns:

Volatile oil prices directly influence pressure on PolyesterFibre prices almost on daily basis. This cannot be passedon to the customers on day to day basis. Hence newelement of risk has been introduced in yarn industry. Alsothe non-availability of trained/skilled man power is a matterof concern.

e) Segment-wise performance

The Company has only one l ine of business, namely,manufacturing of Synthetic Blended Yarn. The Company hasno activity outside India except export of yarn manufactured inIndia; therefore, there is no geographical segment and nosegment wise information is required.

f) Outlook

The company continues to modernize its plant and machineryand add balancing equipment. This would enable the companyto improve productivity and widen its product range and improvethe quality of its products.

The company’s performance in the current year is expected tobe satisfactory.

g) Internal control system

The company has a professional internal control system, whichprovides adequate safeguards and effective monitoring oftransactions. The company has a strong internal audit systemand an independent Internal Auditor. The Internal Auditorreports to the Chairman & Managing Director and the AuditCommittee of the Board. Personnel of the Internal Auditorconduct periodical audits in all the areas to ensure that thecompany’s control mechanism is properly followed and allstatutory requirements are duly complied with.

h) Discussion on financial performance with respect tooperating performance

The operating performance of the Company has been discussedin Directors Report under the head Financial Results, Operationsand Prospects. The profit before tax for the year 2014-15 wasat Rs 28.75 crores as against Rs.33.27 crores in the year 2013-14.

i) Developments in human resources and industrial relations

The company treats its human resources as its most importantasset and believes in its contribution to the all-round growth ofthe company. Your company’s progress is a reflection andoutcome of the human resources it has. Your company hasfostered a culture of ownership, accountability and self-evaluationthat encourages employees to continuously improve on theirefficiency. The industrial relations remained cordial thought theyear.

j) Cautionary Statement

Statements in the Management Discussion and Analysisdescribing the Company’s expectations or predictions may beforward looking within the meaning of applicable laws orregulations. Actual results may differ materially from thoseexpressed or implied.


Place : New Delhi R K RAJGARHIADate : August 5, 2015 Chairman & Managing Director

MANAGEMENT DISCUSSION AND ANALYSIS


25

ANNEXURE REFERRED IN INDEPENDENT AUDITORS REPORT OF EVEN DATEThe Annexure referred to in our Independent Auditors’ Report to the members of the Company onthe standalone financial statements for the year ended March 31, 2015, we report that:

i. a. The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

b. A major portion of the fixed assets has been physically verified by the management duringthe year pursuant to a program for physical verification of fixed assets, which in our opinion,is reasonable having regard to the size of the Company and the nature of its assets.According to the information and explanations given to us, no material discrepancies werenoticed on such verification.

ii. a. The inventory has been physically verified during the year by the management. In ouropinion, the frequency of verification is reasonable.

b. The procedures of physical verification of inventories followed by the management arereasonable and adequate in relation to the size of the Company and the nature of itsbusiness.

c. The Company is maintaining proper records of inventory. The discrepancies noticed onverification between the physical stocks and the book records were not material and thesame have been properly dealt with in the books of account.

iii. According to the information and explanations given to us, the Company has not granted anyloan, secured or unsecured, to companies, firms or other parties covered in the registermaintained under Section 189 of the Companies Act, 2013. Accordingly the clause iii (a) and(b) of paragraph 3 of the Order are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, there exists anadequate internal control system commensurate with the size of the Company and the natureof its business with regard to purchases of inventory, fixed assets and with regard to the saleof goods and services. During the course of our audit, we have neither observed nor havebeen informed of any continuing failure to correct major weaknesses in internal control systemof the Company.

v. According to the information and explanations given to us, the Company has not acceptedany deposit as per the directives issued by the Reserve Bank of India and the provisions ofsections 73 to 76 or any other relevant provisions of the Companies Act 2013 and the rulesframed there under. No order against the Company has been passed by the Company LawBoard or National Company Law Tribunal or Reserve Bank of India or any Court or any otherTribunal.

vi. We have broadly reviewed the cost records maintained by the company specified by theCentral Government for the maintenance of cost records under Sub Section (1) of Section148 of the Companies Act, 2013 and are of the opinion that prima facie the prescribed costrecords have been maintained. However, we are neither required to nor have we carried outany detailed examination of such accounts and records.

vii. a. The Company is generally regular in depositing undisputed statutory dues includingprovident fund, employee state insurance, income tax, sales tax, service tax, excise duty,value added tax, cess and other statutory dues, as applicable with the appropriate authoritiesexcept for the entry tax of Rs.1,799,836 accrued during the year which was deposited onApril 3, 2015.

b. According to the information and explanation given to us, there were no disputed amountspayable in respect of income tax, sales tax, service tax, duty of customs, value added taxor cess as at March 31, 2015 except for the following:

S. Name of the Nature of Amount Period to which Forum where disputeNo Statute Dues in ` amount relates is pending1. Sales Tax, Sales Tax 854,767 1999-2000 Rajasthan High Court

Rajasthan

2. Sales Tax, Sales Tax 2,550,809 2002-2003 Rajasthan High CourtRajasthan

c. According to the information and explanations given to us, the company has transferredthe required amount to Investor Education and Protection Fund in accordance with therelevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

viii. The Company does not have accumulated losses at the end of financial year March 31, 2015.The company has not incurred cash losses in this financial year and in the immediately precedingfinancial year.

ix. In our opinion and according to the information and explanations given to us, the Companyhas not defaulted in repayment of dues to any financial institution or bank. The Company hasnot issued any debentures.

x. According to the information and explanations given to us, the Company has not given anyguarantee for loans taken by others from bank or financial institutions. Accordingly the clausex of paragraph 3 of the Order are not applicable to the Company.

xi. According to the information and explanations given to us, term loans have been applied forthe purpose for which the loans were obtained.

xii. To the best of our knowledge and belief and according to the information and explanationsgiven to us, no fraud on or by the Company has been noticed or reported during the courseof our audit.

For CHATURVEDI & CO.Chartered Accountants

Firm Registration No.302137E

PANKAJ CHATURVEDINew Delhi PartnerMay 20, 2015 Membership No. 091239

INDEPENDENT AUDITORS’ REPORTTo the Members ofAPM INDUSTRIES LIMITEDReport on the Financial StatementsWe have audited the accompanying financial statements of APM INDUSTRIES LIMITED (“theCompany”), which comprise the Balance sheet as at March 31, 2015, the Statement of profit andloss, cash flow statement for the year then ended, and a summary of significant accounting policiesand other explanatory information.Management’s Responsibility for the Financial StatementsThe Company’s Board of Directors is responsible for the matters stated in Section 134(5) of theCompanies Act, 2013 (“the Act”) with respect to the preparation and presentation of these financialstatements that give a true and fair view of the financial position, financial performance and cashflows of the Company in accordance with the accounting principles generally accepted in India,including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of theCompanies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities; selection and applicationof appropriate accounting policies; making judgments and estimates that are reasonable and prudent;and design, implementation and maintenance of adequate internal financial controls, that wereoperating effectively for ensuring the accuracy and completeness of the accounting records, relevantto the preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement, whether due to fraud or error.Auditors’ ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit.We have taken into account the provisions of the Act, the accounting and auditing standards andmatters which are required to be included in the audit report under the provisions of the Act andthe Rules made thereunder.We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10)of the Act. Those Standards require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether the financial statements are free frommaterial misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and thedisclosures in the financial statements. The procedures selected depend on the auditor’s judgment,including the assessment of the risks of material misstatement of the financial statements, whetherdue to fraud or error. In making those risk assessments, the auditor considers internal financialcontrol relevant to the Company’s preparation of the financial statements that give a true and fairview in order to design audit procedures that are appropriate in the circumstances, but not for thepurpose of expressing an opinion on whether the Company has in place an adequate internal financialcontrols system over financial reporting and the operating effectiveness of such controls. An auditalso includes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Company’s Directors, as well asevaluating the overall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our audit opinion on the standalone financial statements.OpinionIn our opinion and to the best of our information and according to the explanations given to us, theaforesaid financial statements give the information required by the Act in the manner so requiredand give a true and fair view in conformity with the accounting principles generally accepted in India,of the state of affairs of the Company as at March 31, 2015 and its profit and its cash flows for theyear ended on that date.Report on Other Legal and Regulatory Requirements1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by the

Central Government of India in terms of sub-section (11) of section 143 of the Act, we give inthe Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order.

2. As required by section 143 (3) of the Act, we report that:a. we have sought and obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purposes of our audit.b. in our opinion, proper books of account as required by law have been kept by the Company

so far as appears from our examination of those books and proper returns adequate forthe purpose of our audit have been received from the branches not visited by us.

c. the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealtwith by this report are in agreement with the books of account and with the returns receivedfrom the branches not visited by us.

d. In our opinion, the aforesaid financial statements comply with the Accounting Standardsspecified under section 133 of the Act, read with Rule 7 of the Companies (Accounts)Rules, 2014.

e. on the basis of the written representations received from the directors as on March 31,2015 taken on record by the Board of Directors, none of the directors is disqualified ason March 31, 2015 from being appointed as a director in terms of Section 164 (2) of theAct; and

f. in our opinion and to the best of our information and according to the explanation given tous, we report as under with respect to the other matters to be included in the Auditor’sReport in accordance with Rule 11 of the companies (Audit and Auditors) Rules, 2014:i. the company does not have any pending litigations which would impact its financial

position except as disclosed in Note No. 27 of the financial statement.ii. the Company did not have any long-term contracts including derivatives contracts

for which there were any material foreseeable losses.iii. There has been no delay in transferring amounts, required to be transferred, to the

Investors Education and Protected Fund by the company.

For CHATURVEDI & CO.Chartered Accountants

Firm Registration No.302137E

PANKAJ CHATURVEDINew Delhi PartnerMay 20, 2015 Membership No. 091239


26

BALANCE SHEETAS AT MARCH 31, 2015

PARTICULARS Note No. As At As AtMarch 31, 2015 March 31, 2014

(Rs.) (Rs.)

I. EQUITY AND LIABILITIES

1 Shareholders' Funds(a) Share Capital 1 43,222,720 43,222,720(b) Reserves and Surplus 2 1,745,065,855 1,637,916,587

2 Non-Current Liabilities(a) Long Term Borrowings 3 36,210,743 72,947,669(b) Deferred Tax Liabilities (Net) 4 92,047,972 81,922,000

3 Current Liabilities(a) Short Term Borrowings 5 71,669,480 54,252,645(b) Trade Payables 6 33,035,502 18,022,996(c) Other Current Liabilities 7 246,837,733 216,687,413(d) Short Term Provisions 8 54,898,590 39,960,238

Total 2,322,988,595 2,164,932,268

II. ASSETS

Non-Current Assets1 (a) Fixed Assets 9

(i) Tangible Assets 1,182,888,588 1,208,303,498(ii) Intangible Assets 1,840,703 3,278,269(iii) Capital Work in Progress 8,938,791 1,157,378

(b) Non-Current Investments 10 305,739,916 125,774,026(c) Long Term Loans and Advances 11 15,607,820 15,908,101

2 Current Assets(a) Current Investments 12 20,000,000 −−−−−(b) Inventories 13 400,072,837 425,351,251(c) Trade Receivables 14 235,866,569 261,749,728(d) Cash and Bank Balances 15 19,951,637 5,513,032(e) Short Term Loans and Advances 16 127,480,647 114,103,227(f) Other Current Assets 17 4,601,087 3,793,758

Total 2,322,988,595 2,164,932,268

Significant Accounting Policies 26The accompanying notes form an integral part of the financial statements

As per our report of even date attached

For CHATURVEDI & CO. For and on behalf of the BoardChartered AccountantsFirm Registration No. 302137E

(PANKAJ CHATURVEDI) JYOTI UPADHYAY H R SHARMA K R GUPTA R K RAJGARHIAPartner Company Secretary Executive Director Director Chairman & Managing DirectorMembership No. 091239 DIN - 00178632 DIN - 00027295 DIN - 00141766

Place : New DelhiDate : May 20, 2015


27

PROFIT & LOSS ACCOUNTFOR THE YEAR ENDED MARCH 31, 2015

Statement of Profit & Loss

PARTICULARS Note No. For the Year For the YearEnded Ended

March 31, 2015 March 31, 2014(Rs.`) (Rs.`)

INCOMEI Revenue from Operations (Gross) 3,137,149,526 3,049,002,264

Less: Excise Duty (3,538,122) (4,325,766)Revenue from Operations (Net) 18 3,133,611,404 3,044,676,498

II Other Income 19 26,449,999 29,754,972

III Total Revenue (I + II) 3,160,061,403 3,074,431,470

IV Expenses:Cost of Materials Consumed 20 1,888,261,078 1,985,009,826Changes in Inventories of Finished Goodsand Work-in-Progress 21 67,730,019 (114,430,625)Employee Benefits Expense 22 344,871,200 312,246,797Finance Costs 23 18,671,967 26,150,623Depreciation and Amortization Expense 24 29,586,343 46,527,061Other Expenses 25 523,446,456 486,229,113

Total Expenses 2,872,567,063 2,741,732,795

V Profit before Exceptional andExtraordinary Items and Tax (III-IV) 287,494,340 332,698,675

VI Exceptional Items −−−−− −

VII Profit before Extraordinary Itemsand Tax (V-VI) 287,494,340 332,698,675

VIII Extraordinary Item −−−−− −

IX Profit before tax (VII-VIII) 287,494,340 332,698,675

X Tax ExpenseCurrent Tax 88,414,280 112,576,877Deferred Tax 10,819,640 5,946,000Prior Period Tax Adjustment (245,545) −

XI Profit for the year (IX-X) 188,505,965 214,175,798Earning per equity share:

Basic and Diluted 33 8.72 9.91

Significant Accounting Policies 26The accompanying notes form an integral part of the financial statements






28

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2015Year Ended Year Ended

March 31, 2015 March 31, 2014CASH FLOWS FROM OPERATING ACTIVITIESProfit for the year before Taxation 287,494,340 332,698,675Adjustments for

Depreciation and amortisation 29,586,343 46,527,061Excess Provision Written Back (725,766) (3,762,023)(Profit)/ Loss on Sale of Fixed Assets 1,001,867 937,234Provision for doubt full debtors 68,201 −Short Term Capital Gain/Loss − 2,697,635Long Term Capital Gain/Loss (5,988,256)Interest & Finance Charges 18,671,967 26,150,623Interest Income (17,985,028) (25,321,327)Dividend Income (177,170) (198,605)

Operating profit before working capital changes 311,946,498 379,729,274Changes in assets and liabilities

(Increase)/Decrease in Inventories 25,278,414 (90,851,128)(Increase)/Decrease in Sundry Debtors 25,814,958 (8,812,688)(Increase)/Decrease in Loans and Advances (14,526,306) 113,219,023Increase/(Decrease) in Current Liabilities 45,006,816 47,386,891

Cash generated from operations activities 393,520,380 440,671,372Taxes Paid 93,977,281 118,398,269

Net cash provided by operating activities 299,543,099 322,273,103CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (22,933,498) (69,068,861)Sale of Fixed Assets 1,617,045 2,335,618Purchase of investments (net) (193,977,634) (47,697,635)Dividend received 177,170 198,605Interest Received 18,228,230 25,088,041

Net cash used in investing activities (196,888,687) (89,144,233)CASH FLOWS FROM FINANCING ACTIVITIES

Increase/(decrease) in Long Term borrowings (37,531,058) (55,123,434)Increase/(decrease) in Working Capital and other borrowings 17,416,835 (101,129,861)Dividend and Corporate Dividend Tax Paid (49,429,617) (48,826,338)Interest and finance charges paid (18,671,967) (26,446,267)

Net cash provided by financing activities (88,215,807) (231,525,901)NET (DECREASE)/ INCREASE IN CASH AND CASH EQUIVALENTS DURING THE YEAR 14,438,604 (1,602,970)

Cash and cash equivalents at the beginning of the year 5,513,033 3,910,063Cash and cash equivalents at the end of the year 19,951,637 5,513,033

Notes1. The cash flow statement has been prepared under the indirect method as set out in the Accounting Standard 3 on cash Flow Statement notified in the

Companies (Accounting Standard) Rules 2006.2. Figures in brackets indicate cash outflow.3. Previous year figures have been regrouped and recast wherever necessary to conform to current year classification.4. Cash & Cash Equivalents include:

Cash in Hand 530,895 314,430Cheques in HandBalances with Banks - In Current Accounts 3,891,248 1,456,781 - In Fixed Deposits with less than 3 months maturity 10,000,000 − - In Unclaimed Dividend Account 5,529,494 3,741,821

19,951,637 5,513,032The accompanying notes form an integral part of the financial statements






29

NOTES FORMING PART OF THE BALANCE SHEET AS ON MARCH 31, 2015NOTE As At As AtNO. March 31, 2015 March 31, 2014

(Rs.) (Rs.)

1 SHARE CAPITALAuthorised35,000,000 (Previous Year 35,000,000) Equity Shares of Rs. 2/- each 70,000,000 70,000,000300,000 (Previous year 300,000) Redeemable Preference Shares of 30,000,000 30,000,000Rs. 100/- eachIssued22,217,080 (Previous Year 22,217,080) Equity Shares of Rs. 2/- each 44,434,160 44,434,160Subscribed and Paid up21,611,360 (Previous Year 21,611,360) Equity Shares of Rs. 2/- each (fully paid up) 43,222,720 43,222,720Total 43,222,720 43,222,720a) The reconcilation of number of shares outstanding is set out below:

Number of Equity Shares at the beginning 21,611,360 21,611,360Add: Number of Shares Issued −−−−− −Number of Equity Shares at the end 21,611,360 21,611,360

b) Details of Shareholders holding more than 5 percent Shares :Name As at March As at March

31, 2015 31, 2014% Number of % Number of

Held Shares Held SharesEquityRajendra Kumar Rajgarhia 17.81 3,850,000 17.81 3,850,000Faridabad Paper Mills Limited 12.82 2,770,000 12.82 2,770,000Ajay Rajgarhia 10.41 2,250,000 10.41 2,250,000Prabha Rajgarhia 7.40 1,600,000 7.40 1,600,000Rajgarhia Leasing and Financial Services Pvt. Ltd. 5.23 1,130,000 5.23 1,130,000

53.67 53.67c) Rights to the Share Holders

The Company has only one class of equity shares having a face value of Rs. 2 per share and each holder of equityshares is entitled to one vote per share. All equity Share holders are having right to get dividend in proportion to paid upvalue of the each equity share, as and when declared.

2 RESERVES & SURPLUSCapital Reserve 31,000 31,000Balance at the beginning and end of the yearGeneral Reserve 550,000,000 450,000,000Less: Adjustment on A/c of Depreciation (Refer Note 9.1) 1,347,132 −Add: Surplus 100,000,000 100,000,000Closing Balance 648,652,868 550,000,000Revaluation Reserve (Refer note 9.1)Balance at the beginning of the Year 659,438,716 669,430,212Less: Transferred to statement of profit and loss 9,991,496 9,991,496Closing Balance 649,447,220 659,438,716Securities Premium ReserveBalance at the beginning and end of the year 24,311,925 24,311,925SurplusBalance at the beginning of the year 404,134,946 340,694,516Add: Transferred from Statement of Profit and Loss 188,505,965 214,175,798

592,640,911 554,870,314Less : Appropriations

Transferred to General Reserve 100,000,000 100,000,000Proposed Dividend (Refer Note 2.1 & 2.2) 58,350,672 43,222,720Corporate Tax on Dividend (Refer Note 2.1 & 2.2) 11,667,397 7,512,648

Total 170,018,069 150,735,368Balance at the end of the year 422,622,842 404,134,946

Total 1,745,065,855 1,637,916,5872.1 The Company had declared interim dividend @ Re.1.00 per share in its Board Meeting held on 07.11.2014 and paid on 11.11.2014

subject to the approval of share holders.2.2 The Company had declared second Interim dividend @ Rs.1.70 per share in its Board Meeting held on 08.04.2015 and paid on

11.04.2015 subject to the approval of share holders.


30

NOTE As At As AtNO. March 31, 2015 March 31, 2014

(Rs.) (Rs.)

3 LONG TERM BORROWINGSSecured

Secured Loan from Banks 36,210,743 72,947,669Total 36,210,743 72,947,669

3.1 Nature of Securitya. Following Term Loans are secured by joint mortgage by deposit of title deeds of the Company's immovable properties situated

at Bhiwadi and charge on all immovable and movable assets, both present and future subject to prior charge created on specifiedmovable assets in favour of Company's bankers ranking pari-passu for working capital facilities:

Loan From Terms of Repayment

i. Industrial Development Bank of India (Rs. 560 Lacs)Term Loans from Banks amounting to Rs 2,91,15,630/-(March 31, 2014 Rs. 3,49,15,630)

i i . Punjab National Bank (Rs. 163 Lacs)Term Loans from Banks amounting to Rs. 96,30,803/-(March 31, 2014 Rs. 1,29,36,510)

iii. State Bank of Bikaner & Jaipur (Rs. 1710 Lacs)Term Loans from Banks amounting to Rs. 2,96,10,274/-(March 31, 2014 Rs. 5,33,69,740)

iv . State Bank of Bikaner & Jaipur (Rs. 230 Lacs)Term Loans from Banks amounting to Rs. 33,46,764/-(March 31, 2014 Rs. 66,65,068)

b. Vehicle loans from Banks amounting to Rs 21,24,938/-(March 31, 2014 Rs. 34,72,519/-) are secured byhypothecation/ Lien of the respective vehicles.

Repayable in 32 quarterly instalments from October 2011 alongwith interest at the rate of 13.25% p.a.

Repayable in 20 quarterly instalments from June 2014 alongwith interest at the rate of 12.00% p.a.

Repayable in 32 quarterly instalments from July 2008 alongwith interest at the rate of 12.85% p.a.

Repayable in 32 quarterly instalments from May 2009 alongwith interest at the rate of 13.60% p.a.

Repayable in 36 equalised monthly instalments

3.2 Secured long term loans aggregating to Rs 7,17,03,471/- (March 31, 2014 Rs. 107,886,948/-) are guaranteed by the chairman andManaging Director.

3.3 The Long Term borrowing shown above is net of Rs. 3,76,17,666/- (Mar 31, 2014 Rs.38,411,798) current maturities, which is shownunder note no. 7

4 DEFERRED TAX LIABILITIES (NET)

Deferred Tax LiabilitiesDepreciation 97,907,892 89,713,425

Deferred Tax AssetsOn Timing differences 5,859,920 7,381,998Short Term Capital Loss − 409,427

Total 92,047,972 81,922,000

Deferred Tax Assets and Deferred Tax liabilities have been offset as they relates to the same governing taxation laws i.e.The Income Tax Act,1961


31

NOTE As At As AtNO. March 31, 2015 March 31, 2014

(Rs.) (Rs.)

5 SHORT TERM BORROWINGSSecured :Working Capital Loans from banks (Refer Note 5.1) 58,267,395 44,551,268

UnsecuredDemand Loan from others 13,402,085 9,701,377

Total 71,669,480 54,252,645

5.1 Working capital loans are secured by hypothecation of inventories, book debts, receivables and other movable assets and also bysecond charge on Company's immovable properties situated at Bhiwadi ranking pari-passu between the Banks/ Financial Institutionsand guaranteed by Chairman & Managing Director of the Company.

6 TRADE PAYABLESDues to Micro, Small and Medium Enterprises (Refer Note 28) 659,993 284,048Other Sundry Creditors 32,375,509 17,738,948

Total 33,035,502 18,022,996

7 OTHER CURRENT LIABILITIESCurrent Maturities of long Term Debts

From Banks (Refer Note 3.3) 37,617,666 38,411,798

Advance from Customer 4,436,175 2,088,393Unpaid Dividend (Refer note 7.1) 5,529,494 3,741,821Other Payables

i. Accrued salaries and benefits 48,224,785 43,794,336ii. Statutory Dues Including Provident Fund and

Tax Deducted At Source 8,862,678 9,480,572iii. Security deposit 987,425 1,244,914iv. Other payables 141,163,521 117,925,579v. Interest on amount due to micro and small enterprises 15,989 −

Total 246,837,733 216,687,413

7.1 There are no amounts due for payment to The Investor Education and protection Fund as at the year end.

8 SHORT TERM PROVISIONSProvision for Employee Benefits (Refer Note 31)For Gratuity 10,699,321 10,353,336For Leave Encashment −−−−− 234,219

Other ProvisionsFor Income Tax (Net of Advances) − 4,011,773For Wealth Tax 114,280 76,700Proposed Dividend on Equity Shares (Refer note 2.2) 36,739,312 21,611,360Dividend Distribution Tax (Refer note 2.2) 7,345,677 3,672,850

Total 54,898,590 39,960,238


32

NO

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33

NOTE As At As AtNo. March 31, 2015 March 31, 2014

Particulars Rs. Rs.

10 NON-CURRENT INVESTMENTSIn Government securities ( Valued at Cost)a) National Saving Certificates

(Pledged with Sales Tax Department) −−−−− 6,000b) In Post Office Saving Bank

(Pledged with Excise Department) 3,000 31,110Total 3,000 37,110

S. No. Particulars Face Value As at As atPer Unit March 31, 2015 March 31, 2014

(Rs.) Nos (Rs.) Nos (Rs.)

I Trade investments (Valued at Cost)a. Un-quoted Equity Instruments (Refer Note 10.1)Fully Paid Class A Equity Shares, held inV.S. Lignite Power Private Limited 10 1256039 12,560,390 1256039 12,560,390b. Un-quoted Preference Shares (Refer Note 10.2)0.01% Class A Redeemable Preference Sharesheld in V.S. Lignite Power Private Limited 10 1114222 11,142,220 1114222 11,142,220Total Un-quoted 23,702,610 23,702,610

10.1 Dividend on Class A equity share is restricted to 0.01% of the face value of the shares.10.2 Preference Share-Preference shares are redeemable at par over the period of 10-20 year from date of allotment.

II Other InvestmentsInvestment in Equity InstrumentsBhilwara Spinners Ltd. 10 100 508 100 508Deepak Spinners Ltd. 10 100 765 100 765G.S.L. (India) Ltd. 10 50 1,819 50 1,819Hind Syntex Ltd. 10 100 2,642 100 2,642Visaka Industries Ltd. 10 10 194 10 194Indo Rama Synthetics (I) Ltd. 10 10 76 10 76Spentex Industries Ltd. 10 9 77 9 77Rajasthan Spng. & Wvg. Mills. Ltd. 10 195 1,831 195 1,831Sangam India Ltd. 10 158 1,951 158 1,951Shree Rajasthan Syntex Ltd. 10 50 1,043 50 1,043State Bank of Bikaner & Jaipur 10 12200 1,868,400 12,200 1,868,400GVK Power & Infrastructure Ltd. 1 5000 155,000 5,000 155,000

2,034,306 2,034,306III Investment in Bonds

IIFCL Tax Free Bond 1000 30000 30,000,000 30000 30,000,000HUDCO Tax Free Bond 1000 30000 30,000,000 30000 30,000,000

60,000,000 60,000,000IV Investment in Mutual Funds

Birla Sunlife Dynamic Bond Fund 10 421448 10,000,000 −IIFL-FMP Series-6 10 −−−−− 2000000 20,000,000Reliance Money Manager 10 −−−−− 1022479 20,000,000Reliance Fixed Horizon Fund 10 1,000,000 10,000,000 −−−−− −−−−−BSL Short Term Opportunity Fund 10 721,567 15,000,000 −−−−− −−−−−BIRLA SUNLIFE MONTHLY INCOME PLAN-II 10 1,059,565 30,000,000 −−−−− −−−−−RELIANCE MONTHLY INCOME PLAN 10 772,483 25,000,000 −−−−− −−−−−BNP PARTIES FLEXI DEBT FUND 10 544,624 12,500,000 −−−−− −−−−−HDFC CORPORATE DEBT OPPORTUNITIES FUND 10 1,146,652 12,500,000 −−−−− −−−−−HDFC MIP LONG TERM 10 581,602 20,000,000 −−−−− −−−−−HDFC PRUDENCE FUND 10 13,523 5,000,000 −−−−− −−−−−HDFC BALANCED FUND 10 47,477 5,000,000 −−−−− −−−−−ICICI PRUDENTIAL BALANCED FUND 10 54,733 5,000,000 −−−−− −−−−−RELIANCE DYNAMIC BOND FUND 10 1,595,670 30,000,000 −−−−− −−−−−INDIA INFOLINE FINANCE LTD. 1000000 30 30,000,000UTI-GILLT ADVANTAGE FUND 10 327,561 10,000,000 −−−−− −−−−−Total 220,000,000 40,000,000Grand Total 305,739,916 125,774,026Aggregate amount of quoted Investments 282,034,306 102,034,306Market Value of Quoted Investments 303,336,848 110,328,447Aggregate amount of unquoted Investments 23,702,610 23,702,610Aggregate Provision for diminution in Value of Investments −−−−− −


34

Note As At March As At MarchNo. 31, 2015 31, 2014

Rs. Rs.

11 LONG TERM LOANS AND ADVANCESLoans and Advances(Un-secured & Considered Good, Unless otherwise stated)Capital Advances {Refer Note 27 (b)} 4,423,412 6,656,402Security Deposits 9,350,054 9,251,699Advance Income Tax 1,834,354 −Total 15,607,820 15,908,101

12 CURRENT INVESTMENTS Face No. of As At March Face No. of As At MarchValue Units 31, 2015 Value Units 31, 2014

Rs. Rs.Current maturity of long term investments valued at costor NRV (whichever is lower)QuotedMutual FundsIIFL-FMP Series-6 10 2000000 20,000,000 −Total 20,000,000 −

13 INVENTORIES (Refer Note 26(f))Raw Materials 122,677,802 82,737,256Work-in-Progress 46,040,137 53,663,000Finished Goods 220,096,247 280,203,403Stores and Spares 11,258,651 8,747,592Total 400,072,837 425,351,251

14 TRADE RECEIVABLESOut standing for a period exceeding six months from the due dateUnsecured, Considered Good 21,594,127 19,123,010Unsecured, Considered Doubtful 1,934,401 1,866,200

23,528,528 20,989,210Less: Provision for Doubtful debts 1,934,401 1,866,200

21,594,127 19,123,010OthersUnsecured, Considered Good 214,272,442 242,626,718Total 235,866,569 261,749,728

15 CASH AND BANK BALANCESCash and Cash EquivalentsCash in Hand 530,895 314,430Balances With Banks:-- In Current / Cash Credit Accounts 3,891,248 1,456,781- In Deposit Accounts with less than 3 months maturity * 10,000,000 −

14,422,142 1,771,211- In Unpaid dividend accounts 5,529,494 3,741,821

5,529,494 3,741,821Total 19,951,637 5,513,032* Includes Rs.100000/- Margin Money deposite against guarantees.

16 SHORT TERM LOANS AND ADVANCES(Un-secured & Considered Good, Unless otherwise stated)Unsecured Loans (Note 16.1) 106,000,000 86,000,000Other loans and advances- Prepaid Expenses 3,114,347 2,845,686- Security Deposit 3,240,000- CENVAT/VAT Credit Receivable 14,015,723 16,801,114- Others advance for supply of goods and rendering of services 4,350,577 5,216,427Total 127,480,647 114,103,227

16.1 The company has given advances to 11 parties ranging from Rs. 6,000,000 to Rs. 10,000,000 for 90 days to 120 days at interestrate of 15% to 19% p.a.

17 OTHER CURRENT ASSETS(Un-secured & Considered Good, Unless otherwise stated)Interest Accrued 1,429,952 1,673,154Claim and other receivable 3,171,135 2,120,604Total 4,601,087 3,793,758


35

NOTES FORMING PART OF STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2015Note For the year ended For the year endedNo. March 31, 2015 March 31, 2014

Rs. Rs.

18 REVENUE FROM OPERATIONSSale of products (Gross) 3,087,946,020 2,995,661,523Other Operating Revenues :

-Sales of Scrap 24,536,497 28,842,950-Interest from customers on account of overdue receivables 24,213,941 23,641,231-Job Work and other incentives 453,068 856,560

Sub total 3,137,149,526 3,049,002,264Less : Excise Duty (3,538,122) (4,325,766)

Revenue from Operations (Net) 3,133,611,404 3,044,676,498

19 OTHER INCOMEInterest received from Banks 10,420 23,670Interest received from Others 12,898,608 24,289,041Interest received from Tax Free Bond 5,076,000 1,008,616Dividend received on investments 177,170 198,605Liabilities/Provisions no longer required, written back 725,766 3,762,023Gains on Foreign currency transactions (Net) 9,044 179,258Miscellaneous Income 1,564,735 293,760Long Term Capital Gain/Loss 5,988,256 −Total 26,449,999 29,754,972

20 COST OF MATERIALS CONSUMED {Refer note 32(b)}Raw Materials ConsumedInventory at the beginning of the year 82,737,256 106,231,805Add: Purchases (net) 1,928,201,624 1,961,515,277Less: inventory at the end of the year 122,677,802 82,737,256

Cost of Raw Materials consumed during the year 1,888,261,078 1,985,009,826

21 CHANGES IN INVENTORIES OF FINISHED GOODS ANDWORK-IN-PROGRESSStock at the end of the year:

Finished Goods 220,096,247 280,203,403Work-in-Progress 46,040,137 53,663,000

Total A 266,136,384 333,866,403

Stock at the beginning of the yearFinished Good 280,203,403 171,487,123Work-in-Progress 53,663,000 47,948,655

Total B 333,866,403 219,435,778

Change in inventories (A-B) (67,730,019) 114,430,625

22 EMPLOYEE BENEFITS EXPENSESalaries, Wages and Bonus 303,989,913 276,241,263Contribution to Provident and other Funds 24,331,897 21,031,907Staff Welfare Expenses 16,549,390 14,973,627

Total 344,871,200 312,246,797

23 FINANCE COSTSInterest Expense 17,053,792 24,309,919Other Borrowing costs 1,618,175 1,840,705

Total 18,671,967 26,150,623


36

Note For the year ended For the year endedNo. March 31, 2015 March 31, 2014

Rs. Rs.

24 DEPRECIATION AND AMORTIZATION EXPENSESDepreciation and Amortization (Refer Note - 9) 39,577,839 56,518,557Less: Withdrawn from Revaluation Reserve (Refer Note - 2) 9,991,496 9,991,496

29,586,343 46,527,061

25 OTHER EXPENSESManufacturing ExpensesConsumption of Stores and Spare Parts 38,856,629 36,540,503Packing Material 39,917,215 38,250,794Power and Fuel 294,585,948 277,300,783Repairs to Machinery 48,016,935 38,648,238Repairs to Building 7,327,625 2,360,662Variance in Excise duty on Finished Goods (4,732,433) 5,546,477

423,971,918 398,647,457

Selling and Distribution ExpensesFreight and Forwarding Expenses 30,267,410 24,333,274Brokerage and Commission 15,124,468 15,335,959Provision for Doubtful Debts 68,201 −−−−−Claims & Discount 8,282,757 6,551,530Bad Debts − 105,757

53,742,836 46,326,520

Establishment ExpensesLegal and Professional Fees 2,897,495 2,549,553Rent 2,833,980 2,832,581Rates and Taxes 1,385,268 1,178,183Repairs to Others 1,199,801 531,302Insurance 1,951,635 1,806,015Travelling Expenses 1,170,540 2,002,429Payment to Auditors (Refer note 30) 541,629 533,547Printing & Stationary 1,910,437 1,860,840Vehicle Running Expenses 2,020,324 2,327,273Computer Maintenance 504,258 516,616Charity and Donation −−−−− 1,100Communication Expenses 2,174,770 2,040,265Electricity & Water Charges 578,174 545,274Membership Fee & Subscription 256,761 246,313General Expenses 2,657,466 2,839,451Director Remuneration & Sitting Fees 14,828,429 14,238,166CSR Expenses (Refer note 25A) 5,720,793 317,010Pollution Control Exp 2,098,076 1,254,349Short Term Capital Gain/Loss −−−−− 2,697,635Loss on Sale of Fixed Assets 1,001,867 937,234

45,731,702 41,255,136

Total 523,446,456 486,229,113

25A DISCLOSURE RELATED TO CSR EXPENDITURE DURING THE YEARA Gross amount required to be spent by the company during the year 5,688,588 −−−−−

B Expenditure incurred during the year(i) Construction/acquistion of any Assets 5,064,332 −−−−−(ii) On purpose other than (i) above 656,461 −−−−−Total 5,720,793 −−−−−


37

26 SIGNIFICANT ACCOUNTING POLICIESa) Corporate Information

APM INDUSTRIES LIMITED (The Company) is engaged in the production and selling of Man Made Fibre’s Spun Yarn. The Company has manufacturingfacilities at BHIWADI (DISTT.ALWAR) Rajasthan.

b) Basis of Accountingi) These Financial Statements are prepared in accordance with Indian Generally Accepted Accounting Principles (GAAP) under the historical cost

convention on accrual basis, except for certain financial tangible assets which are measured at fair value. GAAP comprises mandatory accountingstandards as prescribed under section 133 of the Companies Act, 2013 read with rule 7 of the Companies (Accounts) Rules, 2014. Accountingpolicies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existingaccounting standard requires a change in the accounting policy hitherto in use.

C) Fixed AssetsFixed assets are stated at their cost of acquisition or construction less accumulated depreciation. Cost of acquisition or construction is inclusive offreight, duties, taxes, incidental expenses and borrowing costs related to such acquisition or construction. Capital Work in Progress comprises thecost of fixed assets not ready for their intended use as at the reporting date of the financial statements.

d) Depreciationi) Pursuant to the Companies Act, 2013 (“the Act”),the Company has, during the financial year ended March 31, 2015 revised depreciation rates

on certain fixed assets as per the useful life specified in Schedule-II of the Act or as re-assessed by the Company. Due to this, based ontransitional provision as per note 7 (b) of the Schedule II, an amount of Rs.13.47 lacs (net of deferred tax of Rs. 6.94 lacs) have beenadjusted to General Reserve. The management estimates the useful lives for the other fixed assets as follows:Buildings 30-60 yearsPlant & Equipment 25 yearsElectrical Equipment 10 yearsPower Generation Unit 40 yearsFurniture & Fixtures 10 yearsOffice Equipment 5 yearsVehicles 8-10 yearsComputer Software 6 years

ii) Cost of leasehold Land is being amortized over the period of lease of 99 years.iii) In case of revalued lease hold land, amortization is calculated on revalued cost based on remaining period of lease and the portion related to

the revalued quantum is adjusted against revaluation reserve.e) Investments

Investments are classified into current and long term investments. Current investments are stated at the lower of cost and fair value. Long terminvestments are valued at cost. A provision for diminution is made to recognize a decline, other than temporary, in the value of long term investments.

f) InventoriesInventories have been valued at lower of cost or net realizable value. For ascertaining the cost, following method has been adopted :-Raw materials At weighted average costStores and spares At weighted average costStocks in Process At estimated costFinished Goods At actual costWaste Materials At net realizable valueCost of raw material, stores and spares is net of cenvat credit, wherever applicable. Cost of finished goods includes direct cost, factory overheadsand excise duty, wherever applicable. The Company has made provision for cost of obsolescence or depletion in value, wherever applicable.Material purchased on ex-godown basis but not received till the date of Balance Sheet are considered as goods in transit.

g) Revenue Recognitioni) Revenue from sales is recognized on despatch of goods from the factory/depot. Sales are inclusive of excise duty but exclusive of sales tax.ii) Interest income is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable. In case of claim

of interest on customers for delayed payments, it is recognized on acceptance of the claim by the customers.iii) Dividend income is recognized when company’s right to receive dividend is established.iv) Profit/(loss) on sales of mutual funds/bonds are accounted on transfer of ownership.

h) Foreign Currency Transactionsi) Transactions denominated in the foreign currencies are normally recorded at the exchange rates prevailing at the time of the transaction.ii) Monetary items denominated in foreign currencies, other than those covered by forward exchange contracts, are translated in to rupee equivalent

at the rates of exchange prevailing on the Balance Sheet date. In the case of forward contract, the difference between the forward rate andthe exchange rate on the date of transaction is recognized as income or expense over the life of the contract.

iii) All exchange differences arising on settlement /conversion of foreign currency transactions are recognized as income or as expenses in theprofit and loss account, except in cases where they relate to the acquisition of fixed assets, in which case they are adjusted in the carryingcost of the asset.

i) Employee Benefitsi) The contribution towards Provident Fund is made to the Statutory Authorities and is charged to the profit and loss account.ii) Liability towards unavailed earned leaves to employees is provided on the basis of actuarial valuation performed by an independent actuary at

the year end and funded with leave encashment fund administrative by the group leave encashment scheme with the Life Insurance Corporationof India ('LIC').

iii) In accordance with the payment of Gratuity Act 1972, the company provides for gratuity covering eligible employees on the basis of anactuarial valuation as at the year end and funded with gratuity fund administered by the group gratuity scheme with the Life InsuranceCorporation of India ('LIC').

j) Borrowing CostsBorrowing costs that are directly attributable to the acquisition or construction of the qualifying assets are capitalised as part of the cost of suchassets. All other borrowing costs are charged to revenue in the period in which they are incurred. A qualifying asset is one that necessarily takes asubstantial period of time to get ready for its intended use. Assets that are ready for their intended use when acquired are not considered asqualifying assets.

K) Segment ReportingThe business of the company, at present, consists of single product viz. yarn and therefore, there are no reportable Segments as per accountingstandard (AS-17) “Segment Reporting”.


38

l) LeasesFinance leases or similar arrangement, which effectively transfer to the company substantially all the risks and benefits incidental to ownership ofthe leased items, are capitalized and disclosed as leased assets. Finance charges are charged directly against income.Leases where the lesser effectively retains substantially all the risks and benefits of ownership of the leased assets are classified as operatingleases. Operating lease payments are recognized as an expense in the Profit and Loss Account on a basis, which reflect the time pattern of suchpayment appropriately.

m) Earnings per Share (EPS)The earnings considered in ascertaining the company’s EPS comprise the Net Profit or Loss for the period after tax and extra ordinary items.The basic EPS is computed on the basis of weighted average number of equity shares outstanding during the year. The number of shares forcomputation of diluted EPS comprises of weighted average number of equity shares considered for deriving basic EPS and also the weightedaverage number of equity shares which could be issued on the conversion of all dilutive potential equity shares. Dilutive potential equity sharesare deemed converted as of the beginning of the year unless they are issued at a later date. The diluted potential equity shares are adjustedfor the proceeds receivable assuming that the shares are actually issued at fair value. The number of shares and potentially dilutive shares areadjusted for shares splits/reverse share splits (consolidation of shares) and bonus shares, as appropriate.

n) Taxes on IncomeTax expense for the year comprises of current tax and deferred tax. Current taxes are measured at the current rate of tax in accordance withprovisions of the Income Tax Act, 1961.Deferred tax Assets and Liabilities are recognized for future tax consequences attributable to the timing differences that result betweentaxable profit and the profit as per the financial statements. Deferred tax assets and liabilities are measured using the tax rates and tax lawsthat have been enacted or substantively enacted at the Balance Sheet date.Deferred tax assets are recognized on unabsorbed depreciation and carry forward of losses under tax laws to the extent there is virtualcertainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. The effect on deferredtax assets and liabilities of a change in tax rates is recognized in the Profit & Loss Account in the year of change.

o) Grants/SubsidiesGenerally grants/subsidies are recognized where there is reasonable assurance that the company shall comply with the conditions attached tothem and when such benefits have been earned by the company and is reasonably certain that the collection may be made. Grants/Subsidiesrelated to revenue are credited to the Profit & Loss Statement or are deducted in reporting the related expenses.

p) ProvisionsA provision is recognized when an enterprise has a present obligation as a result of past event; and it is probable that an outflow of resourceswill be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to the present valueand are determined based on the best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each BalanceSheet date and adjusted to reflect the current best estimates.

q) Impairment of AssetsThe carrying values of assets of the cash-generating units at each balance sheet date are reviewed for impairment. If any indication of suchimpairment exists, the recoverable amounts of those assets are estimated and impairment loss is recognised, if the carrying amount of thoseassets exceeds their recoverable amount. The recoverable amount is the greater of the net selling price and their value in use. Value in use isarrived at by discounting the estimated future cash flows to their present value based on appropriate discount factor.

r) Contingent LiabilitiesContingent liabilities are determined on the basis of available information and are disclosed by way of Notes to Accounts.

27. NOTES TO ACCOUNTS1. Contingent liabilities and commitments (to the extent not provided for)

a. Claims against the Company not acknowledged as debts:-Particulars Year ended

March 31, 2015 March 31, 2014Rupees Rupees

Sales Tax 3,405,576 3,754,178Bank Guarantee (Net of Margin Rs. 100000/- (Previous Year NIL) 265,000 NIL

b. Other CommitmentsEstimated amount of contracts remaining to be executed on capital account [Net of advances Rs. 4,423,412/- (Previous Year Rs. 6,656,402/-)not provided for Rs. 31,281,555/- (Previous Year Rs. 33,582,964/-).

28. Due to Micro and Small EnterprisesInformation relating to Micro, Small and Medium Enterprises under Micro, Small and Medium Enterprises Development Act, 2006 have been identifiedon the basis of information available with the Company. The required disclosures are given below:

As at March As at March31, 2015 31, 2014

(a) Dues remaining unpaid as at Balance Sheet date-Principal amount 659,993 284,048-Interest amount - -

(b) Interest paid in terms of section 16 of the Act, along with the amount of - -payment made to the supplier and services providers beyond the appointedday during the period-Principal amount-Interest amount

(c) Interest due and payable for the period of delay in making payment (whichhas been paid but beyond the appointed day during period) but withoutadding the interest specified under the Act - -

(d) Further interest remaining due and payable even in the succeeding years,until such date when the interest dues as above are actually paid to thesmall enterprise. 15,989 -

(e) Interest accrued and remaining unpaid as at Balance Sheet date 15,989 -


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29. Related party disclosuresInformation regarding Related Party Transactions as Accounting Standards AS-18 “Related Party Disclosures” notified by Companies (AccountingStandards) Rules, 2006, (as amended).List of related partiesA. Companies under common control

Sr. No. Name of the Company1. Orient Abrasives Limited2. Orient Refractories Limited3. Perfectpac Limited4. Rajgarhia Leasing & Financial Services (P) Limited5. Arvind Syntex Pvt Ltd

B. Key Management Personnel and their relatives Sr. No. Name of the Person Relationship

1. R. K. Rajgarhia Chairman and Managing Director2. H. R. Sharma Executive Director3. S. G. Rajgarhia Director4. Ajay Rajgarhia Key Management Person5. Aditi Rajgarhia Grand Daughter of CMD6. Prabha Rajgarhia Wife of CMD

C. Related Party Transactions

Particulars Year Company under common control Key Management Personnel Total(Rs.) (Rs.) (Rs.)

Income/ExpenseSales (Net of Indirect Taxes) 2014-15 6,451,304 - 6,451,304

2013-14 - -Purchases 2014-15 529,061 - 529,061

2013-14 5,442,034 - 5,442,034Interest paid 2014-15 1,274,607 - 1,274,607

2013-14 2,071,333 998,588 3,069,921Payment made by the Company forRent 2014-15 - 2,824,980 2,824,980

2013-14 - 2,819,981 2,819,981FinanceLoans Repayment 2014-15 356,799,292 - 358,073,899

2013-14 426,298,413 101,975,000 528,273,413FinanceLoans/ Advances Taken 2014-15 361,500,000 - 361,500,000

2013-14 429,350,000 89,700,000 519,050,000Remuneration to keyManagement personnel 2014-15 - 14,551,129 14,551,129

2013-14 - 14,053,726 14,053,726Remuneration to Others 2014-15 - 1,237,571 1,237,571

2013-14 - 1,019,558 1,019,558Balances with related partiesAdvances Taken 2014-15 13,402,085 NIL 13,402,085

2013-14 8,701,377 NIL 8,701,377

D. No amount pertaining to related parties which have been provided for as doubtful debts or written off in respect of related parties.

E. Related party relationship is as identified by the Company and relied upon by the Auditors.

F. Disclosure of Material Transactions with Related parties

Particulars Year ended Year endedMarch 31, 2015 March 31, 2014

(Rs.) (Rs.)PurchasesPerfectpac Limited 501,970 5,414,942Orient Refractories Limited 27,091 -SalesArvind Syntex Pvt Limited 6,451,304 -Interest PaidShri R.K.Rajgarhia - 998,588Rajgarhia Leasing & Financial Services (P) Ltd 1,274,607 2,071,333Rent PaidSmt. Prabha Rajgarhia 979,860 974,860Ms. Aditi Rajgarhia 159,720 159,720Shri Ajay Rajgarhia 1,685,400 1,685,401


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30. Auditors Remuneration:Year ended March Year ended March

31, 2015 (Rs.) 31, 2014 (Rs.)

Payment to Statutory Auditors

Audit Fee 308,990 308,990Tax audit Fee 84,270 84,270Limited Review of Results 50,562 50,562In other capacity

(a) For Taxation matters 0 0Reimbursement of expenses 48,945 46,110

Total (A) 492,767 489,932Payment to Cost Auditors

(a) Audit Fee 40,000 35,000(b) Reimbursement of expenses 8,862 8,615

Total (B) 48,862 43,615Grand Total (A+B) 541,629 533,547

31. Employee Benefit:Effective from April 01, 2007, the company adopted the revised accounting standard 15 “Employee Benefits” (AS – 15) issued by the Institute ofChartered Accountants of India.Funded status of the Gratuity & Leave Encashment Plan and the amount recognized as required by AS 15 is set out below:

Particulars For the Year ended March 31, 2015 For the Year ended March 31, 2014

Gratuity Compensated Gratuity Compensated(Rs.) Absences (Rs.) (Rs.) Absences (Rs.)

Obligations at year beginning 46,328,850 7,289,096 41,353,820 6,497,186Service Cost - Current 4,653,846 997,138 4,480,864 1,239,162Interest Cost 3,937,952 619,573 3,308,306 519,775Actuarial (gain) / loss 2,232,834 1,159,641 685,993 (864,086)Benefit Paid (5,921,045) (6,202,811) (3,500,133) (102,941)Obligations at year end 51,232,437 3,862,637 46,328,850 7,289,096Change in plan assetsPlan assets at year beginning, at fair value 35,975,514 7,054,877 27,949,609 6,177,795Expected return on plan assets 3,237,796 634,989 2,445,591 540,557Actuarial gain / (loss) (87,425) - (15,157) 937Contributions 7,328,276 - 9,095,604 438,529Benefits paid (5,921,045) - (3,500,133) (102,941)Plan assets at year end, at fair value 40,533,116 7,689,816 35,975,514 7,054,877Reconciliation of present value of the obligation andthe fair value of the plan assetsPresent value of the defined benefit obligations at theend of the year 51,232,437 3,862,637 46,328,850 7,289,096Fair value of the plan assets at the end of the year 40,533,116 7,689,816 35,975,514 7,054,877

Liability/(Assets) recognised in the Balance Sheet 10,699,321 3,827,179 10,353,336 234,219Defined benefit obligations cost for the yearService Cost - Current 4,653,846 997,138 4,480,864 1,239,162Interest Cost 3,937,952 619,573 3,308,306 519,775Expected return on plan assets (3,237,796) (634,989) (2,445,591) (540,557)Actuarial (gain) / loss 2,320,259 1,159,641 701,150 (865,023)

Net defined benefit obligations cost 7,674,261 2,141,413 6,044,729 353,357

The principal assumptions used in determining post employment benefit obligations are as below:

Particulars Gratuity Leave Gratuity LeaveEncashment Encashment

2015 (in %) 2015 (in %) 2014 (in %) 2014 (in %)Discount Rate 7.75 7.75 8.50 8.50Future salary increases 5.25 5.25 6.00 6.00Expected return on plan assets 9.00 & 8.75 9.00 8.75 8.75


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32. Additional information relating to Production, Sales, Stocks & Raw Material Consumption.

A. Particulars in respect of Production, Sales and Stocks:

Class of Goods Unit Production Opening Stock Closing stockQty Value Qty Value

(kgs) (Rs.) (kgs) (Rs.)Man- Made Fiber’s Spun Yarn Kgs 18406139 1897707 280,203,403 1453330 220,096,247

(18461826) (1138966) (171,487,123) (1897707) (280,203,403)

B. Raw Material Consumption:Unit *Quantity (In Kgs.) Value (In Rupees)

Class of Goods Year ended Year endedMarch 31, 2015 March 31, 2014 March 31, 2015 March 31, 2014

1 Viscose Staple Fibre Kgs 1130028 965385 181,597,617 155,143,4662 Polyester Fibre Kgs 17083205 17519318 1,449,603,254 1,606,382,4163 Acrylic Fibre Kgs 957060 793266 137,756,218 122,830,1064 Cotton/Jute Waste Kgs 12596 2179 1,669,409 333,8605 Polyester Filament Yarn Kgs 10196 14176 1,226,844 1,754,7416 Dyes and Chemicals Kgs 116,407,736 98,565,237

1,888,261,078 1,985,009,826*Figures are net of sale of raw material

C. Turnover of Products:

Unit *Quantity (In Kgs.) Value (In Rupees)

Class of Goods Year ended Year ended Year ended Year endedMarch 31, 2015 March 31, 2014 March 31, 2015 March 31, 2014

Man Made Fibre Spun Yarn Kgs 18848420* 17702764* 3,087,946,020 2,995,661,523

* Excluding shortage/wastage/loss by theft of 2096 kgs (321 kgs)

D. Value of imported & indigenous Raw Materials and Stores & Spares and packing Materials consumed and percentage of each of the totalconsumption:


(Rs.) % (Rs.) % 1 Raw materials

Imported - - - -Indigenous 1,888,261,078 100 1,985,009,826 100

Total 1,888,261,078 100 1,985,009,826 100 2 Stores, Spares & Packing Material

Imported 7,698,944 9.77 3,350,188 4.48Indigenous 71,078,900 90.23 71,441,109 95.52

Total 78,773,844 100.00 74,791,297 100.00

E. CIF value of Imports


(Rs.) (Rs.)

i Stores, Spares & Packing Materials 6,290,456 3,131,358

Total 6,290,456 3,131,358


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F. Expenditure in Foreign Currency (On Payment Basis)


(Rs.) (Rs.)

i. Commission 154,935 72,372

G. Earning in Foreign Exchange 13,741,572 15,583,661

33. Earning Per Shares


(Rs.) (Rs.)

(a) (Loss) / Profit After Tax for calculation of Basic and Diluted EPS 188,505,965 214,175,798(b) Weighted average number of equity shares for calculation of EPS 21,611,360 21,611,360(c) Basic and Diluted EPS 8.72 9.91

34. Profit/Loss on the sale of raw material is adjusted in the raw material consumed account. However, the amount of profit/loss is notmaterial.

35. Figures of previous year have been regrouped or rearranged wherever found necessary and the same are appearing in brackets.

36. Note 1 to 36 form an integral part of the accounts and have duly been authenticated.


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APM INDUSTRIES LIMITEDCIN: L21015RJ1973PLC015819

Regd. Office: SP-147, RIICO Industrial Area, Bhiwadi, Dist., Alwar (Raj.)Tel: 01493 – 522400 Fax: 01493 – 522413, Email: [email protected]

PROXY FORM [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, 2014]DP ID / Client ID / Folio No.No. of Share(s) held

I/We ....................................................……....................................................................................................…………..............................…R/o...........................................................................................................................................................................................................…having email id .…….......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , being the member(s) and having ...….......... . . . . . . . . . . . . . . . . . .……shares of the above named company, hereby appoint ...............................................................................................................………R/o .........................................................................................................……................................................................................………..having email id ………….............................…....................................……....... or fai l ing him/her .............……...............……………R/o………..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .……………..having email id ………….............................…....................................……....... or failing him/her .............……...............……………......R/o………...........................................................................................................................................................................……………..having email id………….............................……………....... as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 41st AnnualGeneral Meeting of the company, to be held on Friday the 25th day of September, 2015 at 11.30 A.M., at the registered office of the company situated atSP-147, RIICO Industrial Area, Bhiwadi, Dist., Alwar (Raj.) and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution Description Optional ( )Number For Against

Ordinary Business1 To receive, consider and adopt the Audited Balance Sheet as at 31st

March 2015, the Profit and Loss Account for the year ended on thatdate together with the Reports of the Directors and Auditors thereon

2 To confirm the two interim dividends aggregating to Rs.2.70 per equity shareas final dividend, already paid for the year ended 31st March, 2015

3 To appoint a Director in place of Shri S G Rajgarhia, who retires by rotation andbeing eligible, offers himself for re-appointment.

4 To ratify appointment of Statutory Auditors of the Company and to fixtheir remuneration.

Special Business5 To Appoint Smt Uma Hada (DIN: 06463684) as an Independent Director6 To revise the remuneration of Shri H R Sharma (DIN: 00178632), Whole

Time Director in the Company7 Ratification of Remuneration to Cost Auditor8 Borrowing limits of the Company9 Creation of charge / Mortgage on the assets of the Company

Signed this ______________ day of _________________, 2015

Signature of the Shareholder: ____________________________

Signature of Proxy holder(s) : ____________________________

Note: This Form of Proxy in order to be effective should be duly completed and deposited at the Registered Office of theCompany, not less than 48 hours before the commencement of the Meeting.

AffixRevenueStamp

ATTENDANCE SLIP

I/we hereby record my/our presence at the 41st Annual General Meeting of the company held on Friday the 25th day of September, 2015 at 11.30 A.M.,at the registered office of the company situated at SP-147, RIICO Industrial Area, Bhiwadi, Dist., Alwar (Raj.).

DP ID/ Client ID/ Folio No.

No. of Share(s) held

NAME OF THE SHAREHOLDER _____________________________________ __________________(Signature)

NAME OF THE PROXY_____________________________________________ __________________(IN BLOCK LETTERS) (Signature)

E-VOTING PARTICULARSELECTRONIC VOTING PARTICULARS

EVEN (E-Voting Event Number) USER ID PASSWORD / PIN

Member’s Folio/DP ID-Client Member’s/Proxy’s Name in Member’s/Proxy’sID No. Block Letters Signature

(to be filled by the member) (to be filled by the member) (to be filled by the member)

Note: Please fill the Attendance Slip and hand it over at the Attendance Verification Counter at the ENTRANCE OF THE MEETING.

a


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APM INDUSTRIES LIMITED...NOTICE is hereby given that the 41st Annual General Meeting of the Members...

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